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UNDER
THE SECURITIES ACT OF 1933
Nevada | 3086 | 88-0313393 | ||
(State or Other Jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
Incorporation or Organization) | Classification Code Number) | Identification No.) |
Lake Forest, California 92630
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Principal Executive Offices)
Chief Executive Officer
20382 Barents Sea Circle
Lake Forest, California 92630
(949) 470-2300
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service
Mark R. Ziebell, Esq.
Anthony Ippolito, Esq.
Snell & Wilmer L.L.P.
600 Anton Boulevard., Suite 1400
Costa Mesa, California 92626
Tel: (714) 427-7000
Fax: (714) 427-7799
Large accelerated filero | Accelerated filero | Non-accelerated filero | Smaller reporting companyþ | |||
(Do not check if a smaller reporting company) |
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The information in this prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
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EX-23.1 |
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Common Stock being offered by the selling security holders | Up to 12,287,711 shares of our common stock, including 6,755,293 shares of our common stock issuable upon exercise of the warrants held by the selling security holders(1). | |
Common Stock outstanding prior to the offering | 13,682,673 shares of common stock(2) | |
Common Stock to be outstanding after the offering | 20,437,966 shares of common stock(3) | |
Use of proceeds | We will not receive any proceeds from the sales of shares of common stock by the selling security holders. | |
OTCBB symbol | Our common stock is currently traded on the OTCBB under the symbol “CYRX.” | |
Risk factors | Investing in our securities involves a high degree of risk. You should carefully read and consider the information set forth under the heading “Risk Factors” beginning on page 5 of this prospectus and all other information in this prospectus before investing in our securities. |
(1) | In connection with the private placement, we agreed to file a registration statement with the Securities and Exchange Commission no later than 60 days after closing of the private placement and use our best efforts to cause it to become effective and remain effective until all securities covered by the registration statement either have been sold, under the registration statement or pursuant to Rule 144 under the Securities Act of 1933, as amended, or may be sold without volume or manner-of-sale restrictions pursuant to Rule 144, and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144. | |
(2) | Based upon the total number of issued and outstanding shares as of October 31, 2010. |
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(3) | Based upon the total number of issued and outstanding shares as of October 31, 2010, including shares of our common stock issuable upon exercise of the warrants held by the selling security holders but excluding: |
• | 1,441,927 shares issuable upon the exercise of stock options outstanding at a weighted average exercise price of $1.09 as of October 31, 2010; | ||
• | 5,580,532 shares issuable upon exercise of outstanding warrants to purchase common stock (excluding the warrants held by the selling security holders) at a weighted average exercise price of $3.70 as of October 31, 2010; and | ||
• | 1,076,856 shares issuable upon conversion of convertible debentures at a conversion price of $3.00 as of October 31, 2010. |
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For the | For the | |||||||||||||||
Six Months Ended | Years Ended | |||||||||||||||
September 30, | March 31, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
(‘000) | (‘000) | (‘000) | (‘000) | |||||||||||||
(Unaudited) | ||||||||||||||||
Revenues | $ | 276 | $ | 22 | $ | 118 | $ | 35 | ||||||||
Cost of revenues | 773 | 326 | 718 | 546 | ||||||||||||
Gross loss | (497 | ) | (304 | ) | (600 | ) | (511 | ) | ||||||||
Costs and expenses: | ||||||||||||||||
Selling, general and administrative | 2,057 | 1,507 | 3,312 | 2,387 | ||||||||||||
Research and development | 237 | 181 | 285 | 297 | ||||||||||||
Total costs and expenses | 2,294 | 1,688 | 3,597 | 2,684 | ||||||||||||
Loss from operations | (2,791 | ) | (1,992 | ) | (4,197 | ) | (3,195 | ) | ||||||||
Other income (expense): | ||||||||||||||||
Interest income | 7 | 4 | 8 | 32 | ||||||||||||
Interest expense | (296 | ) | (4,143 | ) | (7,029 | ) | (2,693 | ) | ||||||||
Loss on sale of property and equipment | — | (1 | ) | (9 | ) | — | ||||||||||
Change in fair value of derivative liabilities | 243 | (1,402 | ) | 5,577 | — | |||||||||||
Loss on extinguishment of debt | — | — | — | (10,847 | ) | |||||||||||
Total other (expense) income, net | (46 | ) | (5,542 | ) | (1,453 | ) | (13,508 | ) | ||||||||
Loss before income taxes | (2,837 | ) | (7,534 | ) | (5,650 | ) | (16,703 | ) | ||||||||
Income taxes | 2 | 2 | 2 | 2 | ||||||||||||
Net loss | $ | (2,839 | ) | $ | (7,536 | ) | $ | (5,652 | ) | $ | (16,705 | ) | ||||
Loss per common share, basic and diluted | $ | (0.31 | ) | $ | (1.69 | ) | $ | (1.13 | ) | $ | (4.05 | ) | ||||
As of | As of | |||||||||||||||
September 30, | March 31, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
(‘000) | (‘000) | (‘000) | (‘000) | |||||||||||||
(Unaudited) | ||||||||||||||||
Assets | $ | 5,371 | $ | 2,438 | $ | 4,777 | $ | 1,573 | ||||||||
Liabilities | 5,525 | 25,816 | 5,691 | 6,349 | ||||||||||||
Total Stockholders’ Deficit | (154 | ) | (23,378 | ) | (914 | ) | (4,776 | ) | ||||||||
Liabilities and Stockholders’ Deficit | $ | 5,371 | $ | 2,438 | $ | 4,777 | $ | 1,573 | ||||||||
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Net Loss | ||||
Six months ended September 30, 2010 (unaudited) | $ | 2,838,625 | ||
Fiscal Year Ended March 31, 2010 | $ | 5,651,561 | ||
Fiscal Year Ended March 31, 2009 | $ | 16,705,151 |
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Number of Shares of | ||||
Common Stock | ||||
Issuable or Reserved | ||||
for Issuance | ||||
Common stock issuable upon conversion of the outstanding balance of our convertible debentures | 1,076,856 | |||
Common stock issuable upon exercise of outstanding warrants, including the warrants held by selling security holders | 12,335,824 | |||
Common stock issuable upon exercise of outstanding options or reserved for future incentive awards under our stock incentive plans | 1,645,495 | |||
Total | 15,058,175 | |||
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• | our shippers’ ability to perform and preserve the integrity of the materials shipped; | ||
• | relative convenience and ease of use of our shipper and/or web portal; | ||
• | availability of alternative products; | ||
• | pricing and cost effectiveness; and | ||
• | effectiveness of our or our collaborators’ sales and marketing strategy. |
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• | acceptance of our business model and aper useconsolidated fee structure; | ||
• | ongoing development of enhanced technical features and benefits; | ||
• | reductions in the manufacturing cost of competitors’ products; | ||
• | the ability to maintain and expand distribution channels; | ||
• | brand name; | ||
• | the ability to deliver our products to our customers when requested; | ||
• | the timing of introductions of new products and services; and | ||
• | financial resources. |
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• | other than the reverse stock split we effected on February 5, 2010, which the holder of our Debentures consented to, effect future reverse stock splits of our outstanding common stock; | ||
• | incur additional indebtedness, except for certain permitted indebtedness. Permitted indebtedness is defined to include lease obligations and purchase money indebtedness of up to an aggregate of $200,000 and indebtedness that is expressly subordinated to the Debentures and matures following the maturity date of the Debentures; | ||
• | incur additional liens on any of our assets except for certain permitted liens including but not limited liens for taxes, assessments and government charges not yet due and liens incurred in connection with permitted indebtedness; | ||
• | pay cash dividends; | ||
• | redeem any outstanding shares of our common stock or any outstanding options or warrants to purchase shares of our common stock except in connection with a the repurchase of stock from former directors and officers provided such repurchases do not exceed $100,000 during the term of the Debentures; | ||
• | enter into transactions with affiliates other than on arms-length terms; and | ||
• | make any revisions to the terms of existing contractual agreements for the Related Party Notes Payable and the Line of Credit (as each is referred to in our Form 10-Q for the period ended June 30, 2009). |
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• | technological innovations or new products and services by us or our competitors; | ||
• | additions or departures of key personnel; | ||
• | sales of our common stock; | ||
• | our ability to integrate operations, technology, products and services; | ||
• | our ability to execute our business plan; | ||
• | operating results below expectations; | ||
• | loss of any strategic relationship; | ||
• | industry developments; | ||
• | economic and other external factors; and | ||
• | period-to-period fluctuations in our financial results. |
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• | our intention to introduce new products or services, | ||
• | our expectations about the markets for our products or services, | ||
• | our expectations about securing strategic relationships with global couriers or large clinical research organization, | ||
• | our future capital needs, | ||
• | results of our research and development efforts, and | ||
• | success of our patent applications. |
• | the effect of regulation by United States and foreign governmental agencies, | ||
• | research and development efforts, including delays in developing, or the failure to develop, our products, | ||
• | the development of competing or more effective products by other parties, | ||
• | uncertainty of market acceptance of our products, | ||
• | errors in business planning attributable to insufficient market size or segmentation data, | ||
• | problems that we may face in manufacturing, marketing, and distributing our products, | ||
• | problems that we may encounter in further development of CryoPort Express® Portal or its ability to scale to meet customer demand and needs, | ||
• | problems relating to the development of wireless sensor monitoring devices, or regulatory approval relating to their use, | ||
• | our inability to raise additional capital when needed, | ||
• | delays in the issuance of, or the failure to obtain, patents for certain of our products and technologies, |
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• | problems with important suppliers and strategic business partners, and | ||
• | difficulties or delays in establishing marketing relationships with international couriers. |
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Common Stock | ||||||||
Sales Price | ||||||||
High | Low | |||||||
Fiscal Year 2011 | ||||||||
Quarter Ended September 30, 2010 | $ | 1.50 | $ | 0.66 | ||||
Quarter Ended June 30, 2010 | $ | 2.20 | $ | 1.31 | ||||
Fiscal Year 2010 | ||||||||
Quarter Ended March 31, 2010 | $ | 10.50 | $ | 1.65 | ||||
Quarter Ended December 31, 2009 | $ | 5.40 | $ | 3.80 | ||||
Quarter Ended September 30, 2009 | $ | 7.00 | $ | 3.70 | ||||
Quarter Ended June 30, 2009 | $ | 9.00 | $ | 4.10 | ||||
Fiscal Year 2009 | ||||||||
Quarter Ended March 31, 2009 | $ | 6.50 | $ | 3.00 | ||||
Quarter Ended December 31, 2008 | $ | 7.90 | $ | 4.20 | ||||
Quarter Ended September 30, 2008 | $ | 10.10 | $ | 5.00 | ||||
Quarter Ended June 30, 2008 | $ | 12.00 | $ | 6.10 |
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(a) | (b) | (c) | ||||||||||
Number of Securities | Weighted-Average | Available for Future | ||||||||||
to be Issued Upon the | Exercise Price of | Issuance Under Equity | ||||||||||
Exercise of | Outstanding | Compensation Plans | ||||||||||
Outstanding Options | Options and | (Excluding Securities | ||||||||||
Plan Category | and Warrants | Warrants | Reflected in Column (a)) | |||||||||
Equity compensation plans approved by stockholders | 1,441,927 | $ | 1.09 | 203,568 | ||||||||
Equity compensation plans not approved by stockholders(1) | 312,855 | $ | 8.31 | N/A | ||||||||
1,754,782 | $ | 2.38 | 203,568 | |||||||||
(1) | In the past the Company has issued warrants to purchase 327,415 shares of common stock in exchange for services provided to the Company, of which warrants to purchase 312,855 shares of common stock are outstanding. The exercise prices ranged from $2.80 to $10.80 and generally vested upon issuance. As of October 31, 2010, there were 16,667 unvested warrants. Other than the officers and directors described below, six consultants received warrants to purchase 85,234 shares of common stock in this manner. The following current and former officers and directors also received warrants to purchase the following number of shares of common stock: |
Larry Stambaugh, President, Chief Executive Officer and Chairman | 50,000 | (16,667 unvested) | ||||||
Bret Bollinger, Vice President of Operations | 21,220 | |||||||
Dee Kelly, Former Chief Financial Officer | 33,150 | |||||||
Kenneth Carlson, Former Vice President of Sales and Marketing | 28,700 | (6,500 exercised) | ||||||
Adam Michelin, Director | 25,755 | |||||||
Thomas Fischer, Former Director | 26,710 | |||||||
Carlton Johnson, Director | 778 | |||||||
Gary Cannon, Former Director and Former Legal Counsel | 34,253 | (5,140 exercised) | ||||||
Peter Berry, Former Director | 5,240 | |||||||
Stephen Scott, Former Director | 16,375 | (2,920 exercised) |
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OPERATIONS
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Six Months | ||||||||||||||||||||
Years Ended March 31, | Ended September 30, | |||||||||||||||||||
2010 | 2009 | 2008 | 2010 | 2009 | ||||||||||||||||
(‘000) | (‘000) | (‘000) | (‘000) | (‘000) | ||||||||||||||||
(Unaudited) | ||||||||||||||||||||
Revenues | $ | 118 | $ | 35 | $ | 84 | $ | 276 | $ | 22 | ||||||||||
Cost of revenues | 718 | 546 | 386 | 773 | 326 | |||||||||||||||
Gross loss | (600 | ) | (511 | ) | (302 | ) | (497 | ) | (304 | ) | ||||||||||
Cost and expenses: | ||||||||||||||||||||
Selling, general and administrative | 3,312 | 2,387 | 2,551 | 2,057 | 1,507 | |||||||||||||||
Research and development | 285 | 297 | 166 | 237 | 181 | |||||||||||||||
Total cost and expenses | 3,597 | 2,684 | 2,717 | 2,294 | 1,688 | |||||||||||||||
Loss from operations | (4,197 | ) | (3,195 | ) | (3,019 | ) | (2,791 | ) | (1,992 | ) | ||||||||||
Other income (expense): | ||||||||||||||||||||
Interest income | 8 | 32 | 50 | 7 | 4 | |||||||||||||||
Interest expense | (7,029 | ) | (2,693 | ) | (1,593 | ) | (296 | ) | (4,143 | ) | ||||||||||
Loss on sale of property and equipment | (9 | ) | — | — | — | (1 | ) | |||||||||||||
Change in fair value of derivative liabilities | 5,577 | — | — | 243 | (1,402 | ) | ||||||||||||||
Loss on extinguishment of debt | — | (10,847 | ) | — | — | — | ||||||||||||||
Total other (expense) income, net | (1,453 | ) | (13,508 | ) | (1,543 | ) | (46 | ) | (5,542 | ) | ||||||||||
Loss before income taxes | (5,650 | ) | (16,703 | ) | (4,562 | ) | (2,837 | ) | (7,534 | ) | ||||||||||
Income taxes | 2 | 2 | 2 | 2 | 2 | |||||||||||||||
Net loss | $ | (5,652 | ) | $ | (16,705 | ) | $ | (4,564 | ) | $ | (2,839 | ) | $ | (7,536 | ) | |||||
Net loss available to common stockholders per common share: | ||||||||||||||||||||
Basic and diluted loss per common share | $ | (1.13 | ) | $ | (4.05 | ) | $ | (1.16 | ) | $ | (0.31 | ) | $ | (1.69 | ) | |||||
Weighted average common shares outstanding: | ||||||||||||||||||||
Basic and diluted (after giving effect to the anticipated 10-to-1 reverse stock split) | 5,011,057 | 4,123,819 | 3,942,512 | 9,213,355 | 4,455,596 | |||||||||||||||
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Payments Due by Period | ||||||||||||||||||||
Less Than | 1-3 | 3-5 | More Than | |||||||||||||||||
Total | 1 Year | Years | Years | 5 Years | ||||||||||||||||
Operating Lease Obligations | $ | 476 | $ | 117 | $ | 194 | $ | 165 | $ | — | ||||||||||
Convertible Debentures | 3,231 | 1,800 | 1,431 | — | — | |||||||||||||||
Related Party Notes Payable | 1,587 | 142 | 192 | 1,253 | — | |||||||||||||||
Total: | $ | 5,294 | $ | 2,059 | $ | 1,817 | $ | 1,418 | $ | — | ||||||||||
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Cryogenic Shippers | 3 years | |
Furniture and fixtures | 7 years | |
Machinery and equipment | 5-7 years | |
Leasehold improvements | Lesser of lease term or estimated useful life |
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Type: | No. | Issued | Expiration | |||||||||
Patent | 6,467,642 | Oct. 22, 2002 | Oct. 21, 2022 | |||||||||
Patent | 6,119,465 | Sep. 19, 2000 | Sep. 18, 2020 | |||||||||
Patent | 6,539,726 | Apr. 1, 2003 | Mar 31, 2023 | |||||||||
Trademark | 7,583,478,7 | Oct. 9, 2002 | Oct. 8, 2012 | |||||||||
Trademark | 7,586,797,8 | Apr. 16, 2002 | Apr. 16, 2012 | |||||||||
Trademark | 7,748,667,3 | Feb. 3, 2009 | Feb. 3, 2019 | |||||||||
Trademark | 7,737,451,1 | Mar. 17, 2009 | Mar. 17, 2019 |
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• | Pharmaceutical clinical trials / contract research organizations; | ||
• | Gene biotechnology; | ||
• | Transport of infectious materials and dangerous goods; | ||
• | Pharmaceutical distribution; and | ||
• | Fertility clinics/artificial insemination. |
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USA | 43.6 | % | ||
Europe | 52.3 | % | ||
Canada | 4.1 | % |
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• | Pharmaceutical clinical trials, including transport of tissue culture samples; | ||
• | Pharmaceutical commercial product distribution; | ||
• | Transportation of diagnostic specimens; | ||
• | Transportation of infectious materials; | ||
• | Intra laboratory diagnostic testing; | ||
• | Transport of temperature-sensitive specimens by courier; | ||
• | Analysis of biological samples; | ||
• | Environmental sampling; | ||
• | Gene and stem cell biotechnology and vaccine production; and | ||
• | Food engineering. |
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• | Availability of a dry ice source; | ||
• | Handling and storage of the dry ice; | ||
• | Cost of the dry ice; | ||
• | Compliance with local, state and federal regulations relating to the storage and use of dry ice; | ||
• | Weight of containers when packed with dry ice; | ||
• | Securing a shipping container with a high enough R-value (which is a measure of thermal resistance) to hold the dry ice and product for the required time period; | ||
• | Securing a shipping container that meets the requirements of IATA, the DOT, the CDC, and other regulatory agencies; and | ||
• | The emission of green house gases into the environment. |
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Name | Age | Position | Date Elected | |||||||
Larry G. Stambaugh | 63 | Chairman of the Board, Chief Executive Officer, President and Director | 2008-2009 | |||||||
Michael Bartholomew | 45 | Chief Commercialization Officer | 2010 | |||||||
Bret Bollinger | 42 | Vice President of Operations | 2008 | |||||||
Catherine Doll | 49 | Chief Financial Officer, Treasurer and Assistant Corporate Secretary | 2009 | |||||||
Carlton M. Johnson, Jr. | 49 | Director and Secretary | 2009 | |||||||
Adam M. Michelin | 67 | Director | 2005 | |||||||
John H. Bonde | 65 | Director | 2010 |
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• | Had a bankruptcy petition filed by or against any business of which that person was a general partner of executive officer either at the time of the bankruptcy or within two years prior to that time; | ||
• | Had any conviction in a criminal proceeding, or been subject to a pending criminal proceeding; | ||
• | Been subject to any order, judgment, or decree by any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting such person’s involvement in any type of business, securities or banking activities; and | ||
• | Been found by a court of competent jurisdiction, the Commission, or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law. |
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Option | All Other | Total | ||||||||||||||||||||||
Fiscal | Salary(1) | Bonus(5) | Awards(6) | Compensation | Compensation | |||||||||||||||||||
Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ||||||||||||||||||
Larry M. Stambaugh | 2010 | 288,000 | (2) | 341,000 | 284,094 | (7) | 9,055 | (10) | 922,149 | |||||||||||||||
President, Chief Executive Officer and Chairman | 2009 | 48,000 | (2) | 28,695 | (7) | — | 76,695 | |||||||||||||||||
Catherine M. Doll | 2010 | 80,000 | (3) | — | 8,480 | (8) | 154,650 | (11) | 243,130 | |||||||||||||||
Chief Financial Officer | 2009 | — | — | — | — | |||||||||||||||||||
Bret Bollinger, | 2010 | 133,008 | (4) | — | 34,034 | (9) | 7,478 | (10) | 174,520 | |||||||||||||||
Vice President of Operations | 2009 | 124,000 | (4) | 57,398 | (9) | 6,890 | (10) | 188,288 |
(1) | This column represents salary and consulting compensation as reported as of the last payroll period prior to or immediately after March 31 of each fiscal year. | |
(2) | This amount represents the $48,000 and $12,000 paid to Mr. Larry Stambaugh as compensation for consulting services during fiscal 2010 and 2009, respectively, as well as the $36,000 paid to Mr. Stambaugh as compensation for services as a Director during fiscal 2009. Mr. Stambaugh was elected as Chairman of the Board on December 10, 2008 and subsequently as President and Chief Executive Officer on February 20, 2009. On August 21, 2009, the Compensation Committee approved an employment agreement with Mr. Stambaugh which has an effective commencement date of August 1, 2009, the details of which are described below. $240,000 was paid to Mr. Stambaugh in fiscal 2010 per the terms of the employment agreement. | |
(3) | This amount represents the $10,000 per month paid to Ms. Doll as a consultant for the Company during fiscal 2010. The Company retained the services of Ms. Doll on July 29, 2009 pursuant to an agreement, the details of which are described below, and she was appointed by the Board of Director to the offices of Chief Financial Officer, Treasurer and Assistant Corporate Secretary effective as of August 20, 2009. | |
(4) | This amount represents the $130,000 paid to Mr. Bret Bollinger as salary for his services as the Company’s Vice President of Operations. In January 2009, Mr. Bollinger voluntarily took a reduction in his monthly pay from $10,883 to $9,883. The deferred portion was paid to Mr. Bollinger in March 2010. | |
(5) | This amount represents the annual year-end bonus, based on a percentage of salary, in addition to a one-time incentive payment pursuant to the equity financing. | |
(6) | This column represents the total grant date fair value of all stock options and warrants granted in fiscal 2010 and the Company’s fiscal year ended March 31, 2009, all in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For information on the valuation assumptions with respect to the grants made in fiscal 2010 and 2009, refer to Note 1 “Organization and Summary of Significant Accounting Policies — Stock-Based Compensation” in the Company’s Form 10-K for the period ended March 31, 2010, filed with the SEC on June 21, 2010. | |
(7) | This amount represents the fair value of all options and warrants granted to Mr. Stambaugh as compensation for services as Director during fiscal 2010 and 2009. On December 10, 2008, based on the recommendation of the Compensation Committee and approval by the Board, Mr. Stambaugh was granted a warrant to purchase 50,000 shares of common stock exercisable at $8.40 per share which vests in three equal installments on the date of grant and the first and second anniversary of the date of grant. On October 9, 2009, based on the recommendation of the Compensation Committee and approval by the Board, Mr. Stambaugh was granted an option to purchase 67,000 shares of common stock exercisable at $4.50 per share which vests in three equal installments on the date of grant and the first and second anniversary of the date of grant. |
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(8) | This amount represents the fair value of all options granted to Ms. Doll as compensation for services during fiscal 2010. Based on the recommendation of the Compensation Committee and approval by the Board, Ms. Doll was granted a nonstatutory option to purchase 2,000 shares of the Company’s common stock at an exercise price of $4.50 per share. The right to exercise the stock option vested as to 331/3% of the underlying shares of common stock upon grant, with the remaining underlying shares vesting in equal installments on the first and second anniversary of the grant date. The exercise price of the option is equal to the fair value of the Company’s stock as of the grant date. | |
(9) | This amount represents the fair value of all options and warrants granted to Mr. Bollinger as compensation for services during fiscal 2010 and 2009. Based on the recommendation of the Compensation Committee and approval by the Board, Mr. Bollinger was granted incentive awards of a warrant to purchase 15,000 shares of common stock at $10.70 per share on February 28, 2008 which vests at a rate of 5,000 upon date of grant, 5,000 on February 28, 2009 and 5,000 on February 28, 2010. The exercise price of the warrants is equal to the fair value of the Company’s stock as of the grant date. Mr. Bollinger was issued a warrant to purchase 6,220 shares of common stock at $5.10 per share on April 28, 2009 as a performance bonus for services rendered during fiscal 2009. Mr. Bollinger was granted an option to purchase 20,000 shares of common stock on May 11, 2010 as a performance bonus for services rendered during fiscal 2010. | |
(10) | Amounts shown in this column reflect the costs of health insurance premiums paid to each of Messrs. Stambaugh and Bollinger. Such items are currently taxable to such named executive officer. The amount of taxable income for the individual is determined pursuant to Internal Revenue Service rules which may differ from the amounts reflected in this column. | |
(11) | This amount represents the $154,650 paid to The Gilson Group, LLC during fiscal 2009 for financial and accounting consulting services including, SEC and financial reporting including the filing of the S-1, budgeting and forecasting and finance and accounting systems implementations and conversions. Ms. Doll is the owner and chief executive officer of The Gilson Group, LLC. |
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Equity | ||||||||||||||||||||
Incentive | ||||||||||||||||||||
Plan Awards | ||||||||||||||||||||
Number of | Number of | Number of | ||||||||||||||||||
Securities | Securities | Securities | ||||||||||||||||||
Underlying | Underlying | Underlying | ||||||||||||||||||
Unexercised | Unexercised | Unexercised | Option | |||||||||||||||||
Options | Options | Unearned | Exercise | Option | ||||||||||||||||
(#) | (#) | Options | Price | Expiration | ||||||||||||||||
Name | Exercisable | Unexercisable | (#) | ($) | Date | |||||||||||||||
Larry Stambaugh | 33,333 | (1) | — | 16,667 | (1) | $ | 8.40 | 12/4/18 | ||||||||||||
22,333 | (2) | — | 44,667 | (2) | $ | 4.50 | 10/7/16 | |||||||||||||
Catherine M. Doll | 667 | (3) | — | 1,333 | (3) | $ | 4.50 | 10/7/16 | ||||||||||||
Bret Bollinger | 15,000 | (4) | — | — | $ | 10.70 | 2/27/18 | |||||||||||||
6,220 | (5) | — | — | $ | 5.10 | 4/28/19 |
* | This table represents the amounts of all stock options and warrants outstanding as of the end of fiscal 2010. | |
(1) | Based on the recommendation of the Compensation Committee and approval by the Board, Mr. Stambaugh was granted an incentive award of a warrant to purchase 50,000 shares of common stock exercisable at $8.40 per share on December 10, 2008, which vests in equal installments on the date of grant and the first and second anniversary of the date of grant. The exercise price for shares of common stock pursuant to the warrant is equal to the fair value of the Company’s stock as of the grant date. | |
(2) | Based on the recommendation of the Compensation Committee and approval by the Board, Mr. Stambaugh was granted an incentive award of an option to purchase 67,000 shares of common stock exercisable at $4.50 per share on October 9, 2009, which vests in equal installments on the date of grant and the first and second anniversary of the date of grant. The exercise price for shares of common stock pursuant to the option is equal to the fair value of the Company’s stock as of the grant date. |
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(3) | Ms. Doll was granted a nonstatutory option to purchase 2,000 shares of the Company’s common stock at an exercise price of $4.50 per share. The right to exercise the stock option vested as to 331/3% of the underlying shares of common stock upon grant, with the remaining underlying shares vesting in equal installments on the first and second anniversary of the grant date. The exercise price for shares of common stock pursuant to the option is equal to the fair value of the Company’s stock as of the grant date. | |
(4) | Based on the recommendation of the Compensation Committee and approval by the Board, Mr. Bollinger was granted an incentive award of a warrant to purchase 15,000 shares of common stock at $10.70 per share on February 28, 2008 which vested with respect to 5,000 shares of common stock upon grant date, 5,000 shares of common stock on February 28, 2009 and 5,000 shares of common stock on February 28, 2010. The exercise price for shares of common stock pursuant to the warrant is equal to the fair value of the Company’s stock as of the grant date. | |
(5) | Based on the recommendation of the Compensation Committee and approval by the Board, Mr. Bollinger was granted an incentive award of a warrant to purchase 6,220 shares of common stock exercisable at $5.10 per share on April 28, 2009 which vested upon grant. The exercise price for shares of common stock pursuant to the warrant is greater than the fair value of the Company’s stock as of the grant date. |
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(a) | (b) | (c) | ||||||||||
Number of Securities | Weighted-Average | Available for Future | ||||||||||
to be Issued Upon the | Exercise Price of | Issuance Under Equity | ||||||||||
Exercise of | Outstanding | Compensation Plans | ||||||||||
Outstanding Options | Options and | (Excluding Securities | ||||||||||
Plan Category | and Warrants | Warrants | Reflected in Column (a)) | |||||||||
Equity compensation plans approved by stockholders | 1,441,927 | $ | 1.09 | 203,568 | ||||||||
Equity compensation plans not approved by stockholders(1) | 312,855 | $ | 8.31 | N/A | ||||||||
1,754,782 | $ | 2.38 | 203,568 | |||||||||
(1) | In the past the Company has issued warrants to purchase 327,415 shares of common stock in exchange for services provided to the Company, of which warrants to purchase 312,855 shares of common stock are outstanding. The exercise prices ranged from $2.80 to $10.80 and generally vested upon issuance. As of October 31, 2010, there were 16,667 unvested warrants. Other than the officers and directors described below, six consultants received warrants to purchase 85,234 shares of common stock in this manner. The following current and former officers and directors also received warrants to purchase the following number of shares of common stock: |
Larry Stambaugh, President, Chief Executive Officer and Chairman | 50,000 | (16,667 unvested) | ||||||
Bret Bollinger, Vice President of Operations | 21,220 | |||||||
Dee Kelly, Former Chief Financial Officer | 33,150 | |||||||
Kenneth Carlson, Former Vice President of Sales and Marketing | 28,700 | (6,500 exercised) | ||||||
Adam Michelin, Director | 25,755 | |||||||
Thomas Fischer, Former Director | 26,710 | |||||||
Carlton Johnson, Director | 778 | |||||||
Gary Cannon, Former Director and Former Legal Counsel | 34,253 | (5,140 exercised) | ||||||
Peter Berry, Former Director | 5,240 | |||||||
Stephen Scott, Former Director | 16,375 | (2,920 exercised) |
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Warrant and | ||||||||||||||||||||
Fees Earned | Stock | Option | All Other | |||||||||||||||||
or Paid in Cash | Awards | Awards | Compensation | Total | ||||||||||||||||
Name | ($)(1) | ($)(2) | ($)(2) | ($) | ($) | |||||||||||||||
Adam M. Michelin(3) | $ | 44,238 | $ | 17,788 | $ | 25,849 | — | $ | 87,875 | |||||||||||
Carlton M. Johnson(4) | 28,888 | 7,500 | 22,090 | — | 58,478 | |||||||||||||||
John H. Bonde(5) | 14,032 | — | 7,836 | — | 21,868 | |||||||||||||||
Gary C. Cannon(6) | 5,388 | — | 14,644 | $ | 45,350 | 65,382 | ||||||||||||||
Peter Berry(7) | — | — | — | — | — | |||||||||||||||
Thomas S. Fischer, PhD(8) | — | — | 10,422 | — | 10,422 |
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(1) | Fees Paid in Cash as shown in this schedule represent payments and accruals for directors’ services earned during fiscal 2010. | |
(2) | Reflects the dollar amount recognized for financial reporting purposes for fiscal 2010, in accordance with FASB ASC Topic 718 of warrant and stock option awards pursuant to the 2002 Plan and the 2009 Plan, and thus includes amounts from the vesting of awards granted in and prior to fiscal 2010. Assumptions used in the calculation of these amounts are included in Note 11, Stock Options and Warrants of our audited consolidated financial statements. All stock warrants were granted at or higher than the closing market price of the Company’s stock on the date of grant. | |
(3) | Mr. Michelin was granted a warrant to purchase 1,405 shares of common stock with an average exercise price of $6.15 per share which vested upon grant and an option to purchase a total of 5,000 shares of common stock with an exercise price of $4.80 per share which vests in four equal quarterly installments during fiscal 2010 and fiscal 2011 for his service as a director, the Chairman of the Audit Committee, and member of the Compensation Committee and the Nomination and Governance Committee. | |
(4) | Mr. Johnson was granted a warrant and an option to purchase a total of 5,778 shares of common stock with an average exercise price of $4.98 per share and which vests in four equal quarterly installments during fiscal 2010 for his service as a director, Chairman of the Compensation Committee, and member of the Audit Committee and the Nomination and Governance Committee. | |
(5) | Mr. Bonde was granted an option to purchase 3,408 shares of common stock with an average exercise price of $5.70 per share and which vests in four equal quarterly installments during fiscal 2010 and fiscal 2011 for his service as a director and the Chairman of the Nomination and Governance Committee and as a member of the Audit Committee and the Compensation Committee. | |
(6) | Mr. Cannon earned $5,388 in fees for his service as a director in fiscal 2010. In addition, Mr. Cannon served as General Counsel for the Company pursuant to a retainer arrangement. Mr. Cannon was paid a total of $45,350 for retainer and out-of-pocket fees. Mr. Cannon was also granted fully vested warrants to purchase a total of 2,578 shares of common stock with an average exercise price of $5.91 per share and combined Black Scholes valuation of $14,644 as of grant dates, for his legal services during fiscal 2010 as General Counsel for the company. | |
(7) | Mr. Berry was not compensated for his service as a director during fiscal 2010. | |
(8) | Dr. Fischer was granted 1,740 fully vested warrants with an average exercise price of $6.15 during fiscal 2010 for his service as a director and member of the Audit Committee. |
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Number of Shares of | Percentage of Shares of | |||||||
Common Stock | Common Stock | |||||||
Beneficial Owner | Beneficially Owned | Beneficially Owned | ||||||
Executive Officers and Directors: | ||||||||
Larry G. Stambaugh | 561,898 | (1) | 3.9 | % | ||||
Adam M. Michelin | 56,642 | (1) | * | |||||
Bret Bollinger | 41,220 | (1) | * | |||||
Carlton M. Johnson | 24,272 | (1) | * | |||||
Catherine Doll | 1,334 | (1) | * | |||||
John H. Bonde | 20,158 | (1) | * | |||||
Michael Bartholomew | 28,572 | * | ||||||
All directors and named executive officers as a group (7 persons) | 734,096 | 5.1 | % | |||||
Other Stockholders: | ||||||||
BridgePointe Master Fund, Ltd. | 2,072,273 | (1)(2) | 4.9 | %(3) | ||||
Enable Growth Partners LP (and related funds) | 2,059,680 | (1)(2) | 4.9 | %(3) |
* | Represents less than 1% | |
(1) | Includes shares which individuals shown above have the right to acquire as of October 31, 2010, or within 60 days thereafter, pursuant to outstanding stock options and/or warrants as follows: Mr. Stambaugh — 561,898 shares; Mr. Michelin —52,505 shares; Mr. Bollinger — 41,220 shares; Mr. Johnson — 22,528 shares; Ms. Doll — 1,334 shares; Mr. Bonde — 20,158 shares; Mr. Bartholomew — 14,286; BridgePointe Master Fund, Ltd — 1,471,950 shares and Enable Growth Partners LP (and related funds) — 1,583,147 shares. | |
(2) | Includes shares which individuals shown above have the right to acquire as of October 31, 2010, or within 60 days thereafter, pursuant to outstanding convertible debentures as follows: BridgePointe Master Fund, Ltd — 600,323 shares and Enable Growth Partners LP (and related funds) — 476,533 shares. | |
(3) | The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to which the selling security holder has sole or shared voting power or investment power and also any shares, which the selling security holder has the right to acquire within 60 days. Nevertheless, for purposes of this table only for each of the other stockholders does not give effect to the 4.9% limitation on the number of shares that may be held by each other stockholder as agreed to in the warrant held by each selling security holder which limitation is subject to waiver by the holder upon 61 days prior written notice to us (subject to a further non-waivable limitation at 9.9%) |
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Before Offering | After Offering | |||||||||||||||||||
Total Number of | Shares | Percentage of | ||||||||||||||||||
Shares | Percentage of | Number of | Owned | Shares | ||||||||||||||||
Beneficially | Shares | Shares | after | Owned after | ||||||||||||||||
Name | Owned | Owned(44) | Offered | Offering(45) | Offering | |||||||||||||||
Brio Capital LP | 304,069 | 2.20 | % | 220,237 | (1) | 83,832 | * | |||||||||||||
AQR Diversified Arbitrage Fund | 1,142,856 | 8.02 | % | 1,142,856 | (2) | 0 | — | |||||||||||||
CNH Diversified Opportunities Master Account, L.P. | 714,284 | 5.09 | % | 714,284 | (3) | 0 | — | |||||||||||||
AQR Opportunistic Premium Offshore Fund, L.P. | 714,284 | 5.09 | % | 714,284 | (4) | 0 | — | |||||||||||||
MOG Capital, LLC | 880,951 | 6.20 | % | 880,951 | (5) | 0 | — | |||||||||||||
Hudson Bay Master Fund Ltd. | 402,383 | 2.90 | % | 352,383 | (6) | 50,000 | * | |||||||||||||
Cranshire Capital LP | 371,429 | 2.68 | % | 338,096 | (7) | 33,333 | * | |||||||||||||
Iroquios Master Fund Ltd. | 176,189 | 1.28 | % | 176,189 | (8) | 0 | — | |||||||||||||
Blue Earth Fund LP | 206,189 | 1.50 | % | 176,189 | (9) | 30,000 | * | |||||||||||||
AQR Absolute Return Master Account, L.P. | 142,856 | 1.04 | % | 142,856 | (10) | 0 | — | |||||||||||||
Freestone Advantage Partners, L.P. | 14,286 | * | 14,286 | (11) | 0 | — | ||||||||||||||
Octagon Capital Partners | 231,428 | 1.68 | % | 211,428 | (12) | 20,000 | * | |||||||||||||
Advanced Series Trust — AST Academic Strategies Asset Allocation Portfolio | 142,856 | 1.04 | % | 142,856 | (13) | 0 | — | |||||||||||||
Jenkins Living Trust | 142,856 | 1.04 | % | 142,856 | (14) | 0 | — | |||||||||||||
Neal Prahl | 30,468 | * | 28,568 | (15) | 1,900 | * | ||||||||||||||
Gregory D. Gentling | 552,195 | 3.97 | % | 428,572 | (43) | 123,623 | * | |||||||||||||
Theodore Neuville and Patricia Neuville | 71,428 | * | 71,428 | (17) | 0 | — | ||||||||||||||
Daryl Skiba | 76,078 | * | 71,428 | (17) | 4,650 | * | ||||||||||||||
Michael Gardner and Tracy Gardner | 73,491 | * | 71,428 | (17) | 2,063 | * | ||||||||||||||
Robert K. McKelvey | 71,428 | * | 71,428 | (17) | 0 | — | ||||||||||||||
Jerold Fahrner Trust | 142,856 | 1.04 | % | 142,856 | (14) | 0 | — | |||||||||||||
Jeffrey M. Williams | 71,428 | * | 71,428 | (17) | 0 | — | ||||||||||||||
Morris Steller | 314,286 | 2.27 | % | 314,286 | (42) | 0 | — | |||||||||||||
Dean P. Jacklitch | 142,856 | 1.04 | % | 142,856 | (14) | 0 | — | |||||||||||||
Jon Vandehey and Annette Vandehey | 185,714 | 1.35 | % | 185,714 | (18) | 0 | — | |||||||||||||
Tom Vandehey | 142,856 | 1.04 | % | 142,856 | (14) | 0 | — | |||||||||||||
Tim Federwitz and Cindy Federwitz | 71,428 | * | 71,428 | (17) | 0 | — | ||||||||||||||
Daniel Gage | 71,428 | * | 71,428 | (17) | 0 | — | ||||||||||||||
Melvyn H. Reznick | 450,328 | 3.25 | % | 371,428 | (31) | 78,900 | * | |||||||||||||
John W. Schreiner | 289,214 | 2.09 | % | 285,714 | (16) | 3,500 | * | |||||||||||||
Louis Doering | 71,428 | * | 71,428 | (17) | 0 | — | ||||||||||||||
Michael R. Waterhouse | 79,550 | * | 71,428 | (17) | 8,122 | * | ||||||||||||||
Dennis J. Holland | 111,428 | * | 111,428 | (32) | 0 | — |
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Before Offering | After Offering | |||||||||||||||||||
Total Number of | Shares | Percentage of | ||||||||||||||||||
Shares | Percentage of | Number of | Owned | Shares | ||||||||||||||||
Beneficially | Shares | Shares | after | Owned after | ||||||||||||||||
Name | Owned | Owned(44) | Offered | Offering(45) | Offering | |||||||||||||||
Richard Randall | 82,104 | * | 71,428 | (17) | 10,676 | * | ||||||||||||||
Paul W. Schultz | 214,284 | 1.55 | % | 214,284 | (20) | 0 | — | |||||||||||||
Theodore L. Tilton | 334,449 | 2.43 | % | 142,856 | (14) | 191,593 | 1.39 | % | ||||||||||||
Joseph Hennen | 71,428 | * | 71,428 | (17) | 0 | — | ||||||||||||||
Edward L. Hennen and Judy Hennen | 71,428 | * | 71,428 | (17) | 0 | — | ||||||||||||||
Ron Eldred | 142,858 | 1.04 | % | 142,858 | (29) | 0 | — | |||||||||||||
John J. Connor | 71,428 | * | 71,428 | (17) | 0 | — | ||||||||||||||
Richard O’Leary | 71,428 | * | 71,428 | (17) | 0 | — | ||||||||||||||
Katherine O’Leary | 71,428 | * | 71,428 | (17) | 0 | — | ||||||||||||||
George Sutton and Kathy Sutton | 71,428 | * | 71,428 | (17) | 0 | — | ||||||||||||||
Tarlow Family Trust | 142,858 | 1.04 | % | 142,858 | (29) | 0 | — | |||||||||||||
Daniel J. Rueter | 107,144 | * | 107,144 | (30) | 0 | — | ||||||||||||||
David T. Schepers | 71,428 | * | 71,428 | (17) | 0 | — | ||||||||||||||
Daryl McNab | 77,961 | * | 33,428 | (21) | 44,533 | * | ||||||||||||||
Mary F. Hauser | 257,142 | 1.86 | % | 257,142 | (19) | 0 | — | |||||||||||||
Howard J. Manske | 123,714 | * | 58,714 | (22) | 65,000 | * | ||||||||||||||
C. Scott Thiss | 71,428 | * | 71,428 | (17) | 0 | — | ||||||||||||||
Loral I. Delaney | 42,856 | * | 42,856 | (23) | 0 | — | ||||||||||||||
Louis H. Neuville | 85,716 | * | 85,716 | (24) | 0 | — | ||||||||||||||
Scott T. Johnston | 71,428 | * | 71,428 | (17) | 0 | — | ||||||||||||||
Richard Thompson | 140,419 | 1.02 | % | 114,286 | (25) | 26,133 | * | |||||||||||||
Bill Thompson | 100,296 | * | 71,428 | (17) | 28,868 | * | ||||||||||||||
Fred John Williams Jr. | 142,856 | 1.04 | % | 142,856 | (14) | 0 | — | |||||||||||||
Celtic Enterprises Ltd. | 46,168 | * | 35,714 | (26) | 10,454 | * | ||||||||||||||
Maxim Partners LLC | 334,500 | 2.39 | % | 334,500 | (27) | 0 | — | |||||||||||||
Emergent Financial Group, Inc. | 440,042 | 3.12 | % | 440,042 | (28) | 0 | — | |||||||||||||
Michael Bartholomew | 28,572 | * | 28,572 | (33) | 0 | — | ||||||||||||||
Jim Behm | 177,858 | 1.29 | % | 142,858 | (29) | 35,000 | * | |||||||||||||
Ross Bjella | 20,000 | * | 20,000 | (34) | 0 | — | ||||||||||||||
Blue River Properties LLP | 77,144 | * | 57,144 | (41) | 20,000 | * | ||||||||||||||
Benton Case | 40,000 | * | 40,000 | (36) | 0 | — | ||||||||||||||
Andrew Curran | 247,723 | 1.80 | % | 214,286 | (37) | 33,437 | * | |||||||||||||
Thomas Duszynski | 71,430 | * | 71,430 | (38) | 0 | — | ||||||||||||||
Bill Finley and Jennifer Finley | 28,572 | * | 28,572 | (33) | 0 | — | ||||||||||||||
Sasha Gentling | 142,858 | 1.04 | % | 142,858 | (29) | 0 | — | |||||||||||||
Michael Resnick | 66,144 | * | 57,144 | (35) | 9,000 | * | ||||||||||||||
Gaetan Riopel | 194,975 | 1.42 | % | 142,858 | (29) | 52,117 | * | |||||||||||||
Thomas Scollard | 22,580 | * | 11,430 | (40) | 11,150 | * | ||||||||||||||
Judy Scollard | 19,134 | * | 17,144 | (39) | 1,990 | * | ||||||||||||||
Keith Steller | 28,572 | * | 28,572 | (33) | 0 | — | ||||||||||||||
Michael Stephan | 52,000 | * | 37,000 | (46) | 15,000 | * | ||||||||||||||
TOTAL | 13,282,585 | 12,287,711 | 994,874 |
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* | Represents less than 1%. | |
(1) | Representatives of this security holder have advised us that Shaye Hirseh is the natural person with voting and dispositive power with respect to the securities held by this security holder. Includes 89,285 shares of common stock and 130,952 shares of common stock acquirable upon exercise of warrants. | |
(2) | Representatives of this security holder have advised us that CNH Partners, LLC (“CNH”) acts as sub-adviser to the AQR Diversified Arbitrage Fund. CNH is a joint venture created in 2001 by AQR Capital Management, LLC and RAIM, LLC. Investment principals for CNH are Robert Krail, Mark Mitchell and Todd Pulvino, each of whom has voting and dispositive power with respect to the securities held by this security holder. Includes 571,428 shares of common stock and 571,428 shares of common stock acquirable upon exercise of warrants. | |
(3) | Representatives of this security holder have advised us that CNH Partners, LLC (“CNH”) acts as investment adviser to CNH Diversified Opportunities Master Account, L.P. CNH is a joint venture created in 2001 by AQR Capital Management, LLC and RAIM, LLC. Investment principals for CNH are Robert Krail, Mark Mitchell and Todd Pulvino, each of whom has voting and dispositive power with respect to the securities held by this security holder. Includes 357,142 shares of common stock and 357,142 shares of common stock acquirable upon exercise of warrants. | |
(4) | Representatives of this security holder have advised us that AQR Capital Management, LLC (“AQR”) acts as investment adviser to AQR Opportunistic Premium Offshore Fund, L.P. AQR has sole voting and dispositive power with respect to the securities held by this security holder. Investment principals for AQR are Clifford S. Asness, John M. Liew, Brian K. Hurst, Jacques A. Friedman, Oktay Kurbanov, Ronen Israel, Lars Nielsen and Michael Mendelson. Includes 357,142 shares of common stock and 357,142 shares of common stock acquirable upon exercise of warrants. | |
(5) | Representatives of this security holder have advised us that Andrew Garnock is the natural person with voting and dispositive power with respect to the securities held by this security holder. Representatives of this security holder have advised us that this security holder is a U.S. registered broker-dealer. Includes 357,142 shares of common stock and 523,809 shares of common stock acquirable upon exercise of warrants. | |
(6) | Representatives of this security holder have advised us that Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master Fund Ltd., has voting and investment power over with respect to the securities held by this security holder. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Sander Gerber disclaims beneficial ownership over these securities. Includes 142,858 shares of common stock and 209,525 shares of common stock acquirable upon exercise of warrants. | |
(7) | Representatives of this security holder have advised us that Downsview Capital, Inc. (“Downsview”) is the general partner of Cranshire Capital, L.P. (“Cranshire”) and consequently has voting control and investment discretion over securities held by Cranshire. Mitchell P. Kopin (“Mr. Kopin”), President of Downsview, has voting control over Downsview. As a result of the foregoing, each of Mr. Kopin and Downsview may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the shares of common stock beneficially owned by Cranshire. Includes 135,715 shares of common stock and 202,381 shares of common stock acquirable upon exercise of warrants. | |
(8) | Representatives of this security holder have advised us that Iroquois Capital Management L.L.C. (“Iroquois Capital”) is the investment manager of Iroquois Master Fund, Ltd (“IMF”). Consequently, Iroquois Capital has voting control and investment discretion over securities held by IMF. As managing members of Iroquois Capital, Joshua Silverman and Richard Abbe make voting and investment decisions on behalf of Iroquois Capital in its capacity as investment manager to IMF. As a result of the foregoing, Mr. Silverman and Mr. Abbe may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the securities held by IMF. Notwithstanding the foregoing, Mr. Silverman and Mr. Abbe disclaim such beneficial ownership. Includes 71,428 shares of common stock and 104,761 shares of common stock acquirable upon exercise of warrants. | |
(9) | Representatives of this security holder have advised us that Brett Conrad is the natural person with voting and dispositive power with respect to the securities held by this security holder. Includes 71,428 shares of common stock and 104,761 shares of common stock acquirable upon exercise of warrants. |
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(10) | Representatives of this security holder have advised us that AQR Capital Management, LLC (“AQR”) acts as investment adviser to AQR Absolute Return Master Account, L.P. AQR has sole voting and dispositive power with respect to the securities held by this security holder. Investment principals for AQR are Clifford S. Asness, John M. Liew, Brian K. Hurst, Jacques A. Friedman, Oktay Kurbanov, Ronen Israel, Lars Nielsen and Michael Mendelson. Includes 71,428 shares of common stock and 71,428 shares of common stock acquirable upon exercise of warrants. | |
(11) | Representatives of this security holder have advised us that Downsview Capital, Inc. (“Downsview”) is the investment manager for a managed account of Freestone Advantage Partners, LP and consequently has voting control and investment discretion over securities held in such account. Mitchell P. Kopin (“Mr. Kopin”), President of Downsview, has voting control over Downsview. As a result, each of Mr. Kopin and Downsview may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the shares held in such account which are being registered hereunder. Includes 7,143 shares of common stock and 7,143 shares of common stock acquirable upon exercise of warrants. | |
(12) | Representatives of this security holder have advised us that Steven Hart is the natural person with voting and dispositive power with respect to the securities held by this security holder. Includes 85,714 shares of common stock and 125,714 shares of common stock acquirable upon exercise of warrants. | |
(13) | Representatives of this security holder have advised us that CNH Partners, LLC (“CNH”) acts as sub-adviser to Advanced Series Trust — AST Academic Strategies Asset Allocation Portfolio. CNH is a joint venture created in 2001 by AQR Capital Management, LLC and RAIM, LLC. Investment principals for CNH are Robert Krail, Mark Mitchell and Todd Pulvino, each of whom has voting and dispositive power with respect to the securities held by this security holder. Includes 71,428 shares of common stock and 71,428 shares of common stock acquirable upon exercise of warrants. | |
(14) | Includes 71,428 shares of common stock and 71,428 shares of common stock acquirable upon exercise of warrants. | |
(15) | Includes 14,284 shares of common stock and 14,284 shares of common stock acquirable upon exercise of warrants. | |
(16) | Includes 142,857 shares of common stock and 142,857 shares of common stock acquirable upon exercise of warrants. | |
(17) | Includes 35,714 shares of common stock and 35,714 shares of common stock acquirable upon exercise of warrants. | |
(18) | Includes 92,857 shares of common stock and 92,857 shares of common stock acquirable upon exercise of warrants. | |
(19) | Includes 128,571 shares of common stock and 128,571 shares of common stock acquirable upon exercise of warrants. | |
(20) | Includes 107,142 shares of common stock and 107,142 shares of common stock acquirable upon exercise of warrants. | |
(21) | Includes 16,714 shares of common stock and 16,714 shares of common stock acquirable upon exercise of warrants. | |
(22) | Includes 29,357 shares of common stock and 29,357 shares of common stock acquirable upon exercise of warrants. | |
(23) | Includes 21,428 shares of common stock and 21,428 shares of common stock acquirable upon exercise of warrants. | |
(24) | Includes 42,858 shares of common stock and 42,858 shares of common stock acquirable upon exercise of warrants. | |
(25) | Includes 57,143 shares of common stock and 57,143 shares of common stock acquirable upon exercise of warrants. | |
(26) | Includes 17,857 shares of common stock and 17,857 shares of common stock acquirable upon exercise of warrants. | |
(27) | Representatives of this security holder have advised us that Michael Rabinowitz is the natural person with voting and dispositive power with respect to the securities held by this security holder. This security holder acquired the securities as compensation for activities of its affiliate, Maxim Group LLC, who is a registered broker-dealer, relating to acting as placement agent in the Private Placement. Includes 334,500 shares of common stock acquirable upon exercise of warrants. |
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(28) | Representatives of this security holder have advised us that Peter B. Voldness is the natural person with voting and dispositive power with respect to the securities held by this security holder. This security holder acquired the securities as compensation for activities relating to acting as placement agent in the Private Placement and is a registered broker-dealer. Includes 440,042 shares of common stock acquirable upon exercise of warrants. | |
(29) | Includes 71,429 shares of common stock and 71,429 shares of common stock acquirable upon exercise of warrants. | |
(30) | Includes 53,572 shares of common stock and 53,572 shares of common stock acquirable upon exercise of warrants. | |
(31) | Includes 185,714 shares of common stock and 185,714 shares of common stock acquirable upon exercise of warrants. | |
(32) | Includes 55,714 shares of common stock and 55,714 shares of common stock acquirable upon exercise of warrants. | |
(33) | Includes 14,286 shares of common stock and 14,286 shares of common stock acquirable upon exercise of warrants. Mr. Bartholomew was appointed our Chief Commercialization Officer. | |
(34) | Includes 10,000 shares of common stock and 10,000 shares of common stock acquirable upon exercise of warrants. | |
(35) | Includes 28,572 shares of common stock and 28,572 shares of common stock acquirable upon exercise of warrants. | |
(36) | Includes 20,000 shares of common stock and 20,000 shares of common stock acquirable upon exercise of warrants. | |
(37) | Includes 107,143 shares of common stock and 107,143 shares of common stock acquirable upon exercise of warrants. | |
(38) | Includes 35,715 shares of common stock and 35,715 shares of common stock acquirable upon exercise of warrants. | |
(39) | Includes 8,572 shares of common stock and 8,572 shares of common stock acquirable upon exercise of warrants. | |
(40) | Includes 5,715 shares of common stock and 5,715 shares of common stock acquirable upon exercise of warrants. | |
(41) | Representatives of this security holder have advised us that Lowell L. Hanouh is the natural person with voting and dispositive power with respect to the securities held by this security holder. Includes 28,572 shares of common stock and 28,572 shares of common stock acquirable upon exercise of warrants. | |
(42) | Includes 157,143 shares of common stock and 157,143 shares of common stock acquirable upon exercise of warrants. | |
(43) | Includes 214,286 shares of common stock and 214,286 shares of common stock acquirable upon exercise of warrants. | |
(44) | All percentages are based on 13,682,673 shares of common stock issued and outstanding on October 31, 2010. | |
(45) | This table assumes that each selling security holder will sell all of its shares available for sale during the effectiveness of the registration statement that includes this prospectus. Selling security holders Shareholders are not required to sell their shares. See the following section, “Plan of Distribution.” | |
(46) | Includes 18,500 shares of common stock and 18,500 shares of common stock acquirable upon exercise of warrants. |
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• | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; | ||
• | block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; | ||
• | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; | ||
• | an exchange distribution in accordance with the rules of the applicable exchange; | ||
• | privately negotiated transactions; | ||
• | short sales effected after the date the registration statement of which this Prospectus is a part is declared effective by the SEC; | ||
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; | ||
• | broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; | ||
• | a combination of any such methods of sale; and | ||
• | any other method permitted by applicable law. |
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SECURITIES ACT LIABILITIES
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March 31, 2010 and 2009
Contents | Page | |||
F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-8 |
September 30, 2010 and 2009
(Unaudited)
Contents | Page | |||
F-41 | ||||
F-42 | ||||
F-43 | ||||
F-45 |
F-1
Table of Contents
CryoPort, Inc.
June 21, 2010
F-2
Table of Contents
March 31, | ||||||||
2010 | 2009 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 3,629,886 | $ | 249,758 | ||||
Restricted cash | 90,404 | 101,053 | ||||||
Accounts receivable, net of allowances of $1,500 in 2010 and $600 in 2009 | 81,036 | 2,546 | ||||||
Inventory | — | 530,241 | ||||||
Other current assets | 104,014 | 170,399 | ||||||
Total current assets | 3,905,340 | 1,053,997 | ||||||
Property and equipment, net | 559,241 | 189,301 | ||||||
Intangible assets, net | 311,965 | 264,364 | ||||||
Deferred financing costs | — | 3,600 | ||||||
Deposits and other assets | — | 61,294 | ||||||
Total assets | $ | 4,776,546 | $ | 1,572,556 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 823,653 | $ | 218,433 | ||||
Accrued compensation and related expenses | 312,002 | 206,180 | ||||||
Accrued warranty costs | — | 18,743 | ||||||
Convertible notes payable, net of discount of $13,586 in 2009 | — | 46,414 | ||||||
Current portion of convertible debentures payable and accrued interest, net of discount of $0 in 2010 and $662,583 in 2009 | 200,000 | 3,836,385 | ||||||
Line of credit and accrued interest | 90,388 | 90,310 | ||||||
Current portion of related party notes payable | 150,000 | 150,000 | ||||||
Current portion of note payable to former officer | — | 90,000 | ||||||
Derivative liabilities | 334,363 | — | ||||||
Other accrued expenses | — | 90,547 | ||||||
Total current liabilities | 1,910,406 | 4,747,012 | ||||||
Related party notes payable and accrued interest, net of current portion | 1,478,256 | 1,533,760 | ||||||
Note payable to former officer and accrued interest, net of current portion | — | 67,688 | ||||||
Convertible debentures payable, net of current portion and discount of $728,109 in 2010 and $2,227,205 in 2009, respectively | 2,302,459 | — | ||||||
Total liabilities | 5,691,121 | 6,348,460 | ||||||
Commitments and Contingencies | ||||||||
Stockholders’ deficit: | ||||||||
Common stock, $0.001 par value; 250,000,000 shares authorized; 8,136,619 and 4,186,194 shares issued and outstanding at March 31, 2010 and 2009, respectively | 8,137 | 4,186 | ||||||
Additional paid-in capital | 45,021,097 | 25,854,265 | ||||||
Accumulated deficit | (45,943,809 | ) | (30,634,355 | ) | ||||
Total stockholders’ deficit | (914,575 | ) | (4,775,904 | ) | ||||
Total liabilities and stockholders’ deficit | $ | 4,776,546 | $ | 1,572,556 | ||||
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Years Ended March 31, | ||||||||
2010 | 2009 | |||||||
Revenues | $ | 117,956 | $ | 35,124 | ||||
Cost of revenues | 717,710 | 546,152 | ||||||
Gross loss | (599,754 | ) | (511,028 | ) | ||||
Costs and expenses: | ||||||||
Selling, general and administrative | 3,312,635 | 2,387,287 | ||||||
Research and development | 284,847 | 297,378 | ||||||
Total costs and expenses | 3,597,482 | 2,684,665 | ||||||
Loss from operations | (4,197,236 | ) | (3,195,693 | ) | ||||
Other (expense) income: | ||||||||
Interest income | 8,164 | 32,098 | ||||||
Interest expense | (7,028,684 | ) | (2,693,383 | ) | ||||
Loss on sale of property and equipment | (9,184 | ) | — | |||||
Loss on extinguishment of debt | — | (10,846,573 | ) | |||||
Change in fair value of derivative liabilities | 5,576,979 | — | ||||||
Total other expense, net | (1,452,725 | ) | (13,507,858 | ) | ||||
Loss before income taxes | (5,649,961 | ) | (16,703,551 | ) | ||||
Income taxes | 1,600 | 1,600 | ||||||
Net loss | $ | (5,651,561 | ) | $ | (16,705,151 | ) | ||
Net loss per common share, basic and diluted | $ | (1.13 | ) | $ | (4.05 | ) | ||
Basic and diluted weighted average common shares outstanding | 5,011,057 | 4,123,819 | ||||||
F-4
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Additional | Total | |||||||||||||||||||
Common Stock | Paid-in | Accumulated | Stockholders’ | |||||||||||||||||
Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
Balance at March 31, 2008 | 40,928,225 | 40,929 | 13,888,094 | (13,929,204 | ) | (181 | ) | |||||||||||||
Adjust beginning balance for reverse stock split effected in February 2010 | (36,835,402 | ) | (36,836 | ) | 36,836 | — | — | |||||||||||||
Issuance of common stock for conversion of convertible debentures including accrued interest | 3,890 | 4 | 5,442 | — | 5,446 | |||||||||||||||
Cancellation of common stock issued for debt principal reduction | (14,014 | ) | (14 | ) | (117,706 | ) | — | (117,720 | ) | |||||||||||
Issuance of common stock for extinguishment of debt | 40,000 | 40 | 163,960 | — | 164,000 | |||||||||||||||
Change in fair value of warrants issued in connection with debt modifications | — | — | 9,824,686 | — | 9,824,686 | |||||||||||||||
Issuance of common stock to consultants | 40,224 | 40 | 249,062 | — | 249,102 | |||||||||||||||
Exercise of stock options and warrants for cash | 8,269 | 8 | 3,299 | — | 3,307 | |||||||||||||||
Cashless exercise of warrants | 15,002 | 15 | (15 | ) | — | — | ||||||||||||||
Debt discount related to convertible debentures | — | — | 991,884 | — | 991,884 | |||||||||||||||
Share-based compensation related to stock options and warrants issued to consultants, employees and directors | — | — | 808,723 | — | 808,723 | |||||||||||||||
Net loss | — | — | — | (16,705,151 | ) | (16,705,151 | ) | |||||||||||||
Balance at March 31, 2009 | 4,186,194 | 4,186 | 25,854,265 | (30,634,355 | ) | (4,775,904 | ) | |||||||||||||
Cumulative effect related to adoption of new accounting principle | — | — | (4,217,730 | ) | (9,657,893 | ) | (13,875,623 | ) | ||||||||||||
Issuance of common stock for conversion of convertible notes payable including accrued interest | 519,186 | 519 | 1,459,682 | — | 1,460,201 | |||||||||||||||
Issuance of common stock for conversion of convertible debentures and accrued interest | 1,236,316 | 1,237 | 4,267,446 | — | 4,268,683 | |||||||||||||||
Reclassification of derivative liability to additional paid-in capital upon conversion of convertible notes and debentures | — | — | 2,728,459 | — | 2,728,459 | |||||||||||||||
Reclassification of derivative liability to additional paid-in capital upon effectively fixing conversion feature and warrant price | — | — | 9,009,329 | — | 9,009,329 | |||||||||||||||
Estimated fair value of warrants issued as commission for debt financing | — | — | 63,396 | — | 63,396 | |||||||||||||||
Issuance of common stock for services | 33,490 | 33 | 166,061 | — | 166,094 | |||||||||||||||
Exercise of warrants for cash, net | 479,033 | 479 | 1,359,989 | — | 1,360,468 | |||||||||||||||
Cashless exercise of warrants and stock options | 15,753 | 16 | (16 | ) | — | — | ||||||||||||||
Issuance of units in public offering, net of offering costs of $1,257,904 | 1,666,667 | 1,667 | 3,740,430 | — | 3,742,097 | |||||||||||||||
Share-based compensation related to stock options and warrants issued to consultants, employees and directors | — | — | 589,786 | — | 589,786 | |||||||||||||||
Fractional share adjustment for stock split | (20 | ) | — | — | — | — | ||||||||||||||
Net loss | — | — | — | (5,651,561 | ) | (5,651,561 | ) | |||||||||||||
Balance at March 31, 2010 | 8,136,619 | $ | 8,137 | $ | 45,021,097 | $ | (45,943,809 | ) | $ | (914,575 | ) | |||||||||
F-5
Table of Contents
Years Ended March 31, | ||||||||
2010 | ||||||||
2010 | 2009 | |||||||
OPERATING ACTIVITIES | ||||||||
Net loss | $ | (5,651,561 | ) | $ | (16,705,151 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization | 150,093 | 81,984 | ||||||
Amortization of deferred financing costs | 159,516 | 42,284 | ||||||
Amortization of debt discount | 6,417,346 | 2,223,116 | ||||||
Stock issued to consultants | 166,094 | 249,102 | ||||||
Fair value of stock options and warrants issued to consultants, employees and directors | 865,895 | 699,467 | ||||||
Change in fair value of derivative instruments | (5,576,979 | ) | — | |||||
Loss on extinguishment of debt | — | 10,846,573 | ||||||
Loss on sale of assets | 9,184 | — | ||||||
Loss on disposal of Cryogenic shippers | 21,285 | — | ||||||
Interest accrued on restricted cash | 649 | (6,227 | ) | |||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable, net | (78,490 | ) | 18,865 | |||||
Inventory | 81,012 | (408,289 | ) | |||||
Prepaid expenses and other assets | (50,219 | ) | 7,329 | |||||
Accounts payable | 300,454 | (15,865 | ) | |||||
Accrued expenses | (90,547 | ) | (8,101 | ) | ||||
Accrued warranty costs | (18,743 | ) | (11,250 | ) | ||||
Accrued compensation and related expense | 105,822 | 68,077 | ||||||
Accrued interest | 335,830 | 331,616 | ||||||
Net cash used in operating activities | (2,853,359 | ) | (2,586,470 | ) | ||||
INVESTING ACTIVITIES | ||||||||
Decrease in restricted cash | 10,000 | 108,844 | ||||||
Purchases of intangibles | (116,948 | ) | (49,781 | ) | ||||
Purchases of property and equipment | (31,926 | ) | (58,578 | ) | ||||
Net cash (used in) provided by investing activities | (138,874 | ) | 485 | |||||
FINANCING ACTIVITIES | ||||||||
Proceeds from issuance of common stock, net of cash paid for issuance costs | 4,046,863 | — | ||||||
Proceeds from borrowings under convertible notes | 1,321,500 | 1,122,500 | ||||||
Repayment of convertible debt | — | (117,720 | ) | |||||
Repayment of line of credit | — | (25,500 | ) | |||||
Repayment of deferred financing costs | (92,520 | ) | (191,875 | ) | ||||
Repayment of notes payable | — | (12,000 | ) | |||||
Payment of related party notes payable | (120,000 | ) | (120,000 | ) | ||||
Repayments of note payable to officer | (143,950 | ) | (54,000 | ) | ||||
Payment of fees associated with the exercise of warrants | (76,632 | ) | — | |||||
Proceeds from exercise of options and warrants | 1,437,100 | 3,307 | ||||||
Net cash provided by financing activities | 6,372,361 | 604,712 | ||||||
Net change in cash and cash equivalents | 3,380,128 | (1,981,273 | ) | |||||
Cash and cash equivalents, beginning of year | 249,758 | 2,231,031 | ||||||
Cash and cash equivalents, end of year | $ | 3,629,886 | $ | 249,758 | ||||
F-6
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Years Ended March 31, | ||||||||
2010 | ||||||||
2010 | 2009 | |||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
Cash paid during the year for: | ||||||||
Interest | 13,875 | 95,360 | ||||||
Income taxes | 1,600 | 800 | ||||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES: | ||||||||
Offering costs in connection with equity financing | $ | 304,766 | $ | — | ||||
Deferred financing costs in connection with convertible debt financing and debt modifications | $ | — | $ | 3,600 | ||||
Warrants issued as deferred financing costs in connection with convertible debt financing | $ | — | $ | 117,530 | ||||
Purchase of intangible assets with warrants | $ | — | $ | 232,964 | ||||
Debt discount in connection with convertible debt financing | $ | 1,080,201 | $ | 1,263,586 | ||||
Conversion of debt and accrued interest to common stock | $ | 5,728,884 | $ | 5,446 | ||||
Reclassification of embedded conversion feature to equity upon conversion | $ | 2,728,459 | $ | — | ||||
Cashless exercise of warrants and stock options | $ | 16 | $ | 150 | ||||
Cancellation of shares issued for debt principal reduction | $ | — | $ | 117,720 | ||||
Change in fair value of warrants issued in connection of debt modification | $ | — | $ | 9,824,686 | ||||
Cumulative effect of accounting change to debt discount for derivative liabilities | $ | 2,595,095 | $ | — | ||||
Cumulative effect of accounting change to accumulated deficit for derivative liabilities | $ | 9,657,893 | $ | — | ||||
Cumulative effect of accounting change to additional paid-in capital for derivative liabilities | $ | 4,217,730 | $ | — | ||||
Reclassification of inventory to property and equipment | $ | 449,229 | $ | — | ||||
Fair value of shares issued in connection with debt modifications | $ | — | $ | 164,000 | ||||
Addition of principal due to debt modifications | $ | 646,369 | $ | 1,012,232 | ||||
Reclassification of derivative liabilities to additional paid in capital upon effectively fixing conversion feature and warrant price | $ | 9,009,329 | $ | — | ||||
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F-8
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F-9
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F-10
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F-11
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2010 | 2009 | |||||||
Beginning warranty accrual | $ | 18,743 | $ | 29,993 | ||||
Increase in accrual (charged to cost of sales) | — | 750 | ||||||
Charges to accrual (product replacements) | — | (12,000 | ) | |||||
Reversal of remaining accrual due to expected future claims | (18,743 | ) | — | |||||
Ending warranty accrual | $ | — | $ | 18,743 | ||||
F-12
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F-13
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F-14
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As | ||||||||||||
Previously | Cumulative | |||||||||||
Reported | As Adjusted | Adjustment | ||||||||||
Liabilities and Stockholders’ Deficit: | ||||||||||||
Total liabilities | $ | 6,348,460 | $ | 20,224,083 | $ | 13,875,623 | ||||||
Stockholders’ deficit: | ||||||||||||
Common stock | 4,186 | 4,186 | — | |||||||||
Additional paid-in capital | 25,854,265 | 21,636,535 | (4,217,730 | ) | ||||||||
Accumulated deficit | (30,634,355 | ) | (40,292,248 | ) | (9,657,893 | ) | ||||||
Total stockholders’ deficit | (4,775,904 | ) | (18,651,527 | ) | (13,875,623 | ) | ||||||
Total liabilities and stockholders’ deficit | $ | 1,572,556 | $ | 1,572,556 | $ | — | ||||||
F-15
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March 31, | March 31, | |||||||
2010 | 2009 | |||||||
Raw materials | $ | — | $ | 350,021 | ||||
Work in process | — | 7,253 | ||||||
Finished goods | — | 172,967 | ||||||
$ | — | $ | 530,241 | |||||
March 31, | ||||||||
2010 | 2009 | |||||||
Cryogenic shippers | $ | 449,734 | $ | — | ||||
Furniture and fixtures | 3,284 | 23,253 | ||||||
Machinery and equipment | 340,169 | 640,748 | ||||||
Leasehold improvements | 19,426 | 19,426 | ||||||
812,613 | 683,427 | |||||||
Less accumulated depreciation and amortization | (253,372 | ) | (494,126 | ) | ||||
$ | 559,241 | $ | 189,301 | |||||
F-16
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2010 | 2009 | |||||||
Patents and trademarks | $ | 91,354 | $ | 47,375 | ||||
Software development costs | 355,081 | 282,112 | ||||||
446,435 | 329,487 | |||||||
Less accumulated amortization | (134,470 | ) | (65,123 | ) | ||||
$ | 311,965 | $ | 264,364 | |||||
Patents and | Total | |||||||||||
Years Ending March 31, | Trademarks | Software | Intangibles | |||||||||
2011 | $ | 5,088 | $ | 70,993 | $ | 76,081 | ||||||
2012 | 5,088 | 70,993 | 76,081 | |||||||||
2013 | 5,088 | 70,993 | 76,081 | |||||||||
2014 | 5,061 | 52,306 | 57,367 | |||||||||
2015 | 1,636 | 5,112 | 6,748 | |||||||||
Thereafter | 19,607 | — | 19,607 | |||||||||
$ | 41,568 | $ | 270,397 | $ | 311,965 | |||||||
F-17
Table of Contents
Level 3 | Level 3 | |||||||
Carrying Value | Carrying Value | |||||||
March 31, 2010 | April 1, 2009 | |||||||
Embedded Conversion Option | $ | — | $ | 3,900,134 | ||||
Warrants | 334,363 | 12,570,584 | ||||||
$ | 334,363 | $ | 16,470,718 | |||||
Balance at April 1, 2009 | $ | — | ||
Cumulative effect of change in accounting principle | 16,470,718 | |||
Derivative liability added — warrants | 389,781 | |||
Derivative liability added — conversion option | 788,631 | |||
Reclassification of conversion feature to equity upon conversions of notes | (2,728,459 | ) | ||
Reclassification of conversion feature and warrants to equity upon modification of terms (no longer derivative instruments) | (9,009,329 | ) | ||
Change in fair value, net | (5,576,979 | ) | ||
Balance at March 31, 2010 | $ | 334,363 | ||
F-18
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Years Ending March 31: | ||||
2011 | $ | 150,000 | ||
2012 | 104,000 | |||
2013 | 96,000 | |||
2014 | 96,000 | |||
2015 | 96,000 | |||
Thereafter | 467,500 | |||
$ | 1,009,500 | |||
F-19
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F-20
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March 31, | March 31, | |||||||
2010 | 2009 | |||||||
October 2007 Debentures | $ | 3,150,975 | $ | 5,356,073 | ||||
May 2008 Debentures | 79,593 | 1,325,556 | ||||||
Private Placement Debentures | — | 60,000 | ||||||
Accrued interest on convertible debentures | — | 44,544 | ||||||
3,230,568 | 6,786,173 | |||||||
Debt discount | (728,109 | ) | (2,903,374 | ) | ||||
Total convertible debentures and notes payable, net | $ | 2,502,459 | $ | 3,882,799 | ||||
Short-term: | ||||||||
Convertible notes payable, net of discount of $13,586 in 2009 | $ | — | $ | 46,414 | ||||
Current portion of convertible debentures payable and accrued interest, net of discount of $662,583 in 2009 | 200,000 | 3,836,385 | ||||||
Long-term: | ||||||||
Convertible debentures payable, net of current portion and discount of $728,109 in 2010 and $2,227,205 in 2009, respectively | 2,302,459 | — | ||||||
Total convertible debentures and notes payable, net | $ | 2,502,459 | $ | 3,882,799 | ||||
F-21
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F-23
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F-24
Table of Contents
• | each holder converted $1,357,215 in principal amount of the outstanding principal balance of such holder’s debenture in exchange for a number of shares of common stock determined by dividing such principal amount by the unit offering price in the Company’s equity financing on February 25, 2010 (see Note 10). Based on the public offering price of $3.00 per unit, each holder received a total of 452,405 shares of common stock upon conversion. As a result of the conversion of an aggregate of $2,714,430 outstanding principal, the Company reclassified a portion of the derivative liability related to the conversion feature of the Debentures of $1,450,605 to additional paid in capital and accelerated the recognition of $554,720 of debt discount as interest expense; |
• | with respect to the remaining outstanding balance of the debentures after the foregoing conversions, the Company is not obligated to make any principal or interest payments until March 1, 2011, at which time the Company will be obligated to start making monthly principal and interest payments of $200,000 for a period of seventeen (17) months with a final balloon payment due on August 1, 2012. In addition, the future interest of $163,573 (in the aggregate) that would accrue on the outstanding principal balance from July 1, 2010 (the date to which accrued interest was previously added to principal) to March 1, 2011 was added to the current principal balance of the debentures with a corresponding increase to the debt discount to be amortized over the remaining life of the debt; |
• | the conversion price of the remaining outstanding balance of each debenture was reset to $3.00 based on the public offering price; |
• | the exercise price of the warrants currently held by the debenture holders was reset to $3.30 per share which is equal to the exercise price of the warrants included as part of the units sold in the public offering (110% of the unit offering price) and the exercise period was extended to January 1, 2015; |
• | the termination of certain anti-dilution provisions contained in the debentures and warrants held by the debenture holders and their right to maintain a fully-diluted ownership of our common stock equal to 34.5%, which, along with the reset of the conversion price to $3.00 per share and warrant exercise price to $3.30 per share, resulted in the reclassification of $9,009,329 of derivative liability related to the embedded conversion features and warrants to additional paid in capital since the modification to the terms of the warrants no longer required derivative accounting; |
• | the termination of certain financial covenants as described above; and |
• | each executed a lock-up agreement covering a period of 180 days following the effective date of the registration statement; provided, however, that in the event that on any trading day during the lock-up period the trading price of the Company’s common stock exceeds 200% of the offering price of the units, then each holder may sell at sales prices equal to or greater than 200% of such unit offering price a number of shares of common stock on that trading day (such day referred to as an “Open Trading Day”) equal to up to 10% of the aggregate trading volume of the Company’s common stock on the primary market on which it is trading on such Open Trading Day, and (ii) in the event on any trading day during the lock-up period the trading price of the Company’s common stock exceeds 300% of the unit offering price (also referred to as an Open Trading Day), each holder may sell at sales prices equal to or greater than 300% of such unit offering price an unlimited number of shares of common stock on such Open Trading Day. Sales under the foregoing clause (ii) on any particular Open Trading Day shall not be aggregated with sales under the foregoing clause (i) on the same Open Trading Day for purposes of calculating the 10% limitation under clause (i). |
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F-26
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Years Ending March 31, | Amount | |||
2011 | $ | 200,000 | ||
2012 | 2,400,000 | |||
2013 | 630,568 | |||
2014 | — | |||
2015 | — | |||
Thereafter | — | |||
$ | 3,230,568 | |||
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March 31, 2010 | ||||
Expected dividends | — | |||
Expected term (in years) | 3.50 - 5.00 | |||
Risk-free interest rate | 1.42% - 2.69 | % | ||
Expected volatility | 178% - 204 | % |
March 31, 2010 | ||||
Expected dividends | — | |||
Expected term (in years) | 0.09 - 2.43 | |||
Risk-free interest rate | 0.06% - 1.65 | % | ||
Expected volatility | 81% - 150 | % |
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F-30
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F-31
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F-32
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Warrants Outstanding | ||||||||||||
Number | ||||||||||||
Outstanding, | Remaining | |||||||||||
Year of Grant | Vested and | Contractual | ||||||||||
(As of March 31) | Exercise Price | Exercisable | Life (Years) | |||||||||
2003 | $ | 5.00 | 20,000 | 0.68 | ||||||||
2008 | $ | 1.50 - $35.00 | 1,778,573 | 3.71 | ||||||||
2009 | $ | 2.81 - $8.50 | 659,881 | 3.25 | ||||||||
2010 | $ | 1.91 - $5.10 | 2,769,223 | 5.14 | ||||||||
5,227,677 | ||||||||||||
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Weighted- | ||||||||||||||||
Number of | Average | Remaining | Aggregate | |||||||||||||
Shares | Exercise Price | Contractual Life | Intrinsic Value | |||||||||||||
Outstanding at April 1, 2009 | 523,388 | $ | 6.88 | 6.82 | ||||||||||||
Granted | 211,553 | $ | 3.54 | |||||||||||||
Exercised | (15,753 | ) | $ | 1.12 | $ | 79,964 | ||||||||||
Canceled | (163,985 | ) | $ | 5.37 | ||||||||||||
Outstanding and expected to vest at March 31, 2010 | 555,203 | $ | 6.22 | 7.55 | $ | 29,907 | ||||||||||
Exercisable at March 31, 2010 | 378,533 | $ | 7.46 | 7.00 | $ | 29,907 | ||||||||||
Stock Options and Warrants Outstanding | ||||||||||||||||
Remaining | ||||||||||||||||
Year of Grant | Number | Contractual | Vested and | |||||||||||||
(As of March 31) | Exercise Price | Outstanding | Life (Years) | Exercisable | ||||||||||||
2002 | $ | 10.00 | 5,000 | 3.59 | 5,000 | |||||||||||
2003 | — | — | — | — | ||||||||||||
2004 | 6.00 | 20,000 | 4.26 | 20,000 | ||||||||||||
2005 | 0.40 - 6.00 | 26,795 | 3.34 | 26,795 | ||||||||||||
2006 | — | — | — | — | ||||||||||||
2007 | 2.80 - 10.00 | 111,335 | 6.45 | 111,335 | ||||||||||||
2008 | 7.50 - 10.80 | 88,780 | 7.77 | 88,780 | ||||||||||||
2009 | 5.10 - 10.50 | 91,740 | 7.13 | 75,073 | ||||||||||||
2010 | $ | 2.20 - 8.30 | 211,553 | 8.46 | 51,550 | |||||||||||
555,203 | 378,533 | |||||||||||||||
• | The expected option term reflects the application of the simplified method set out in SAB No. 107 Share-Based Payment (SAB 107), which was issued in March 2005. In December 2007, the SEC released Staff Accounting Bulletin No. 110 (SAB 110), which extends the use of the “simplified” method, under certain circumstances, in developing an estimate of expected term of “plain vanilla” share options. Accordingly, the Company has utilized the average of the contractual term of the options and the weighted average vesting period for all options and warrants to calculate the expected option term. |
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• | Estimated volatility also reflects the historical volatility pattern of the Company’s share price. |
• | The dividend yield is based on the Company’s historical pattern of dividends as well as expected dividend patterns. |
• | The risk-free rate is based on the implied yield of U.S. Treasury notes as of the grant date with a remaining term approximately equal to the expected term. |
• | Estimated forfeiture rate of 0% per year is based on the Company’s historical forfeiture activity of unvested stock options. The Company used the following assumptions for stock options and warrants granted during the years ended March 31, 2010 and 2009: |
Years Ended March 31, | ||||||||
2010 | 2009 | |||||||
Risk-free interest rate | 1.38% - 3.04 | % | 1.52% - 3.15 | % | ||||
Expected volatility | 179% - 197 | % | 201% - 266 | % | ||||
Expected life (in years) | 3.50 - 6.02 | 5.00 | ||||||
Expected dividend yield | N/A | N/A |
Weighted Average | ||||||||
Fair Value of | ||||||||
Options and | ||||||||
Grant Year | Granted | Warrants | ||||||
March 31, 2010 | 211,553 | $ | 3.53 | |||||
March 31, 2009 | 91,470 | $ | 5.08 |
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Years Ending March 31: | ||||
2011 | $ | 89,812 | ||
2012 | 86,253 | |||
2013 | 90,177 | |||
2014 | 96,594 | |||
2015 | 104,793 | |||
Thereafter | 26,733 | |||
$ | 494,362 | |||
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2010 | 2009 | |||||||
Deferred tax asset: | ||||||||
Net operating loss carryforward | $ | 10,938,000 | $ | 5,031,000 | ||||
Research credits | 24,000 | — | ||||||
Expenses recognized for granting of options and warrants | 800,000 | 862,000 | ||||||
Accrued expenses and reserves | 104,000 | 178,000 | ||||||
Valuation allowance | (11,866,000 | ) | (6,071,000 | ) | ||||
$ | — | $ | — | |||||
2010 | 2009 | |||||||
Computed tax benefit at federal statutory rate | $ | (1,920,000 | ) | $ | (5,679,000 | ) | ||
State tax, net of federal benefit | (645,000 | ) | 1,000 | |||||
Non deductible extinguishment of debt | — | 3,688,000 | ||||||
Permanent items and other | (3,226,400 | ) | 1,036,600 | |||||
Valuation allowance | 5,793,000 | 955,000 | ||||||
$ | 1,600 | $ | 1,600 | |||||
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F-38
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Quarter Ended | ||||||||||||||||||||||||||||||||
Mar. 31, | Dec. 31, | Sept. 30, | June 30, | Mar. 31, | Dec. 31, | Sept. 30, | June 30, | |||||||||||||||||||||||||
2010 | 2009 | 2009 | 2009 | 2009 | 2008 | 2008 | 2008 | |||||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||||||
Revenues: | $ | 75 | $ | 21 | $ | 8 | $ | 14 | $ | 7 | $ | 9 | $ | 6 | $ | 13 | ||||||||||||||||
Cost of revenues | 259 | 133 | 177 | 149 | 127 | 166 | 135 | 118 | ||||||||||||||||||||||||
Gross loss | (184 | ) | (112 | ) | (169 | ) | (135 | ) | (120 | ) | (157 | ) | (129 | ) | (105 | ) | ||||||||||||||||
Research and development | 15 | 89 | 93 | 88 | 68 | 13 | 105 | 111 | ||||||||||||||||||||||||
Selling, general and administrative | 1,114 | 690 | 779 | 729 | 497 | 551 | 780 | 560 | ||||||||||||||||||||||||
Total costs and expenses | 1,129 | 779 | 872 | 817 | (565 | ) | 564 | 885 | 671 | |||||||||||||||||||||||
Loss from operations | (1,313 | ) | (891 | ) | (1,041 | ) | (952 | ) | (685 | ) | (721 | ) | (1,014 | ) | (776 | ) | ||||||||||||||||
Other income (expense), net | 747 | 3,342 | (6,144 | ) | 602 | (4,774 | ) | (733 | ) | (555 | ) | (7,446 | ) | |||||||||||||||||||
Income (loss) before income taxes | $ | (566 | ) | $ | 2,451 | $ | (7,185 | ) | $ | (350 | ) | $ | (5,459 | ) | $ | (1,454 | ) | $ | (1,569 | ) | $ | (8,222 | ) | |||||||||
Income taxes | — | — | 2 | — | 1 | — | — | 1 | ||||||||||||||||||||||||
Net income (loss) | $ | (566 | ) | $ | 2,451 | $ | (7,187 | ) | $ | (350 | ) | $ | (5,460 | ) | $ | (1,454 | ) | $ | (1,569 | ) | $ | (8,223 | ) | |||||||||
Net income (loss) per common share: | ||||||||||||||||||||||||||||||||
Basic | (0.09 | ) | 0.50 | (1.56 | ) | (0.08 | ) | (1.32 | ) | (0.35 | ) | (0.38 | ) | (2.00 | ) | |||||||||||||||||
Weighted average common shares outstanding: | ||||||||||||||||||||||||||||||||
Basic | 6,242 | 4,912 | 4,615 | 4,294 | 4,149 | 4,121 | 4,117 | 4,102 | ||||||||||||||||||||||||
Diluted | 6,242 | 6,577 | 4,615 | 4,294 | 4,149 | 4,121 | 4,117 | 4,102 | ||||||||||||||||||||||||
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F-40
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September 30, | March 31, | |||||||
2010 | 2010 | |||||||
(unaudited) | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 3,745,745 | $ | 3,629,886 | ||||
Restricted cash | 90,858 | 90,404 | ||||||
Restricted cash — investor funds | 255,000 | — | ||||||
Accounts receivable, net of allowances of $3,100 at September 30, 2010 and $1,600 at March 31, 2010 | 58,940 | 81,036 | ||||||
Inventories | 60,228 | — | ||||||
Deferred financing costs | 54,156 | — | ||||||
Other current assets | 63,315 | 104,014 | ||||||
Total current assets | 4,328,242 | 3,905,340 | ||||||
Property and equipment, net | 696,238 | 559,241 | ||||||
Intangible assets, net | 346,555 | 311,965 | ||||||
Total assets | $ | 5,371,035 | $ | 4,776,546 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 502,543 | $ | 823,653 | ||||
Accrued compensation and related expenses | 234,570 | 312,002 | ||||||
Deposits from investors | 255,000 | — | ||||||
Current portion of convertible debentures payable, net of discount | 1,014,420 | 200,000 | ||||||
Line of credit and accrued interest | 90,375 | 90,388 | ||||||
Current portion of related party notes payable | 146,000 | 150,000 | ||||||
Derivative liabilities | 91,490 | 334,363 | ||||||
Total current liabilities | 2,334,398 | 1,910,406 | ||||||
Related party notes payable and accrued interest, net of current portion | 1,451,854 | 1,478,256 | ||||||
Convertible debentures payable, net of current portion and discount | 1,738,520 | 2,302,459 | ||||||
Total liabilities | 5,524,772 | 5,691,121 | ||||||
Commitments and Contingencies | ||||||||
Stockholders’ deficit: | ||||||||
Common stock, $0.001 par value; 250,000,000 shares authorized; 12,849,805 and 8,136,619 shares issued and outstanding at September 30, 2010 and March 31, 2010, respectively | 12,850 | 8,137 | ||||||
Additional paid-in capital | 48,615,847 | 45,021,097 | ||||||
Accumulated deficit | (48,782,434 | ) | (45,943,809 | ) | ||||
Total stockholders’ deficit | (153,737 | ) | (914,575 | ) | ||||
Total liabilities and stockholders’ deficit | $ | 5,371,035 | $ | 4,776,546 | ||||
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(Unaudited)
For The Three Months Ended | For The Six Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Revenues | $ | 124,409 | $ | 8,478 | $ | 275,869 | $ | 22,181 | ||||||||
Cost of revenues | 378,217 | 177,267 | 772,752 | 326,444 | ||||||||||||
Gross loss | (253,808 | ) | (168,789 | ) | (496,883 | ) | (304,263 | ) | ||||||||
Costs and expenses: | ||||||||||||||||
Selling, general and administrative | 1,114,304 | 779,193 | 2,057,569 | 1,507,502 | ||||||||||||
Research and development | 114,514 | 93,066 | 236,635 | 180,791 | ||||||||||||
Total costs and expenses | 1,228,818 | 872,259 | 2,294,204 | 1,688,293 | ||||||||||||
Loss from operations | (1,482,626 | ) | (1,041,048 | ) | (2,791,087 | ) | (1,992,556 | ) | ||||||||
Other (expense) income: | ||||||||||||||||
Interest income | 3,912 | 2,233 | 7,349 | 3,714 | ||||||||||||
Interest expense | (157,452 | ) | (1,610,059 | ) | (296,160 | ) | (4,143,256 | ) | ||||||||
Loss on sale of property and equipment | — | — | — | (797 | ) | |||||||||||
Change in fair value of derivative liabilities | 126,345 | (4,535,848 | ) | 242,873 | (1,401,550 | ) | ||||||||||
Total other expense, net | (27,195 | ) | (6,143,674 | ) | (45,938 | ) | (5,541,889 | ) | ||||||||
Loss before income taxes | (1,509,821 | ) | (7,184,722 | ) | (2,837,025 | ) | (7,534,445 | ) | ||||||||
Income taxes | — | 1,600 | 1,600 | 1,600 | ||||||||||||
Net loss | $ | (1,509,821 | ) | $ | (7,186,322 | ) | $ | (2,838,625 | ) | $ | (7,536,045 | ) | ||||
Net loss per common share, basic and diluted | $ | (0.15 | ) | $ | (1.56 | ) | $ | (0.31 | ) | $ | (1.69 | ) | ||||
Basic and diluted weighted average common shares outstanding | 10,268,637 | 4,615,471 | 9,213,355 | 4,455,596 | ||||||||||||
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For The Six Months Ended | ||||||||
September 30, | ||||||||
2010 | 2009 | |||||||
Operating Activities | ||||||||
Net loss | $ | (2,838,625 | ) | $ | (7,536,045 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization | 109,696 | 62,865 | ||||||
Amortization of deferred financing costs | — | 25,579 | ||||||
Amortization of debt discount | 250,481 | 3,737,569 | ||||||
Stock issued to consultants | — | 118,807 | ||||||
Share-based compensation related to stock options and warrants issued to consultants, employees and directors | 339,444 | 352,744 | ||||||
Change in fair value of derivative instruments | (242,873 | ) | 1,401,550 | |||||
Loss on sale of assets | — | 797 | ||||||
Loss on disposal of cryogenic shippers | 3,510 | — | ||||||
Interest accrued on restricted cash | (454 | ) | (1,062 | ) | ||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | 22,096 | (4,727 | ) | |||||
Inventories | — | 81,012 | ||||||
Prepaid expenses and other current assets | 40,699 | 29,643 | ||||||
Accounts payable | (84,605 | ) | 287,639 | |||||
Accrued warranty costs | — | (18,743 | ) | |||||
Accrued compensation and related expenses | 138,568 | 38,550 | ||||||
Accrued interest | 29,585 | 278,325 | ||||||
Net cash used in operating activities | (2,232,478 | ) | (1,145,497 | ) | ||||
Investing Activities | ||||||||
Purchases of intangible assets | (73,942 | ) | (24,372 | ) | ||||
Purchases of property and equipment | (271,079 | ) | (9,767 | ) | ||||
Net cash used in investing activities | (345,021 | ) | (34,139 | ) | ||||
Financing Activities | ||||||||
Proceeds from private placement of common stock, net of cash paid for issuance costs | 3,027,160 | — | ||||||
Restricted cash-investor funds | 255,000 | — | ||||||
Deposits from investors | (255,000 | ) | — | |||||
Proceeds from borrowings under convertible notes | — | 1,321,500 | ||||||
Payment of deferred financing costs | (273,802 | ) | (129,290 | ) | ||||
Payment of related party notes payable | (60,000 | ) | (60,000 | ) | ||||
Repayments of note payable to officer | — | (30,000 | ) | |||||
Payment of fees associated with exercise of warrants | — | (51,174 | ) | |||||
Proceeds from exercise of options and warrants | — | 999,600 | ||||||
Net cash provided by financing activities | 2,693,358 | 2,050,636 | ||||||
Net change in cash and cash equivalents | 115,859 | 871,000 | ||||||
Cash and cash equivalents, beginning of year | 3,629,886 | 249,758 | ||||||
Cash and cash equivalents, end of year | $ | 3,745,745 | $ | 1,120,758 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
Cash paid during the year for: | ||||||||
Interest | $ | 15,100 | $ | 3,573 | ||||
Income taxes | $ | 1,600 | $ | 1,600 | ||||
F-43
Table of Contents
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For The Six Months Ended | ||||||||
September 30, | ||||||||
2010 | 2009 | |||||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES: | ||||||||
Deferred financing costs in connection with equity financings | $ | 46,456 | $ | 74,518 | ||||
Deferred financing costs offset against proceeds in additional paid in capital | $ | 25,803 | $ | — | ||||
Fair value of options issued to employee in lieu of cash bonus | $ | 216,000 | $ | — | ||||
Reduction of accrued offering costs in connection with February 2010 financing | $ | 29,067 | $ | — | ||||
Deferred financing costs in connection with convertible debt financing and debt modifications | $ | — | $ | 11,944 | ||||
Fair value of warrants to be issued as cost incurred in connection with warrant exercises | $ | — | $ | 81,604 | ||||
Estimated fair value of shares issued for services | $ | 23,999 | $ | — | ||||
Debt discount in connection with convertible debt financing | $ | — | $ | 1,483,415 | ||||
Conversion of debt and accrued interest to common stock | $ | — | $ | 984,254 | ||||
Reclassification of embedded conversion feature to equity | $ | — | $ | 646,102 | ||||
Accrued interest added to principal amount of debentures | $ | — | $ | 79,582 | ||||
Cashless exercise of warrants and stock options | $ | — | $ | 110 | ||||
Cumulative effect of accounting change to debt discount for derivative liabilities | $ | — | $ | 2,595,095 | ||||
Cumulative effect of accounting change to accumulated deficit for derivative liabilities | $ | — | $ | 9,657,893 | ||||
Cumulative effect of accounting change to additional paid-in capital for derivative liabilities | $ | — | $ | 4,217,730 | ||||
Reclassification of fixed assets to inventory | $ | 60,228 | $ | — | ||||
Reclassification of inventory to fixed assets | $ | — | $ | 449,229 | ||||
F-44
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F-45
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F-46
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F-47
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F-48
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F-49
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F-50
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September 30, | September 30, | |||||||
2010 | 2009 | |||||||
Stock options and warrants: | ||||||||
Expected term (in years) | 3.50 – 6.48 | 4.75 – 5.00 | ||||||
Expected volatility | 142% – 179 | % | 195% – 197 | % | ||||
Risk-free interest rate | 0.77% – 3.32 | % | 2.43% – 2.58 | % | ||||
Expected dividends | N/A | N/A |
Weighted | ||||||||||||||||
Weighted | Average | |||||||||||||||
Average | Remaining | Aggregate | ||||||||||||||
Exercise | Contractual | Intrinsic | ||||||||||||||
Shares | Price | Term (Yrs.) | Value | |||||||||||||
Outstanding at April 1, 2010 | 555,203 | $ | 6.22 | |||||||||||||
Granted | 1,296,832 | $ | 0.72 | |||||||||||||
Exercised | — | $ | — | |||||||||||||
Forfeited | — | $ | — | |||||||||||||
Outstanding and expected to vest at September 30, 2010 | 1,852,035 | $ | 2.37 | 8.59 | $ | 107,269 | ||||||||||
Exercisable at September 30, 2010 | 886,117 | $ | 3.66 | 7.46 | $ | 53,669 | ||||||||||
Weighted | ||||||||
Average | ||||||||
Fair Value | ||||||||
of | ||||||||
Options and | ||||||||
Period Ended: | Granted | Warrants | ||||||
September 30, 2010 | 1,296,832 | $ | 0.69 | |||||
September 30, 2009 | 31,000 | $ | 4.97 |
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F-52
Table of Contents
Level 3 | Level 3 | |||||||
Carrying Value | Carrying Value | |||||||
September 30, 2010 | March 31, 2010 | |||||||
(unaudited) | ||||||||
Derivative liabilities | $ | 91,490 | $ | 334,363 | ||||
F-53
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Level 3 | ||||
Carrying Value | ||||
September 30, 2010 | ||||
Balance at April 1 | $ | 334,363 | ||
Cumulative effect of change in accounting principle | — | |||
Issuance of warrants | — | |||
Issuance of convertible notes | — | |||
Conversions of notes | — | |||
Change in fair value of derivative liabilities | (242,873 | ) | ||
Balance at September 30 | $ | 91,490 | ||
F-54
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F-55
Table of Contents
September 30, | March 31, | |||||||
2010 | 2010 | |||||||
(unaudited) | ||||||||
October 2007 Debentures | $ | 3,150,975 | $ | 3,150,975 | ||||
May 2008 Debentures | 79,593 | 79,593 | ||||||
3,230,568 | 3,230,568 | |||||||
Debt discount | (477,628 | ) | (728,109 | ) | ||||
Total convertible debentures, net | $ | 2,752,940 | $ | 2,502,459 | ||||
Short-term: | ||||||||
Current portion of convertible debentures payable, net of discount of $385,580 at September 30, 2010 and $0 at March 31, 2010 | $ | 1,014,420 | $ | 200,000 | ||||
Long-term: | ||||||||
Convertible debentures payable, net of current portion and discount of $92,048 at September 30, 2010 and $728,109 at March 31, 2010 | 1,738,520 | 2,302,459 | ||||||
Total convertible debentures, net | $ | 2,752,940 | $ | 2,502,459 | ||||
F-56
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September 30, | March 31, | |||||||
2010 | 2010 | |||||||
Expected dividends | — | — | ||||||
Expected term (in years) | 3.50 – 4.22 | 3.50 – 5.00 | ||||||
Risk-free interest rate | 0.64% – 1.79 | % | 1.42% – 2.69 | % | ||||
Expected volatility | 138% – 189 | % | 178% – 204 | % |
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F-58
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F-59
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PROSPECTUS
Table of Contents
SEC Registration Fee | $ | 666.72 | ||
Accounting Fees and Expenses | $ | 7,000.00 | * | |
Printing and Engraving Expenses | $ | 20,000.00 | * | |
Blue Sky Filing Fees | $ | 15,913.14 | ||
Legal Fees and Expenses | $ | 50,000.00 | * | |
Miscellaneous | $ | 15,000.00 | * | |
Total | $ | 108,579.86 | ||
* | Estimated |
II-1
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II-2
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II-3
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Fiscal 2010 | ||||||||||||||||||||
Common Stock | Warrants | |||||||||||||||||||
Avg. | Ex. | |||||||||||||||||||
$ | Shares | Price | Issued | Price | ||||||||||||||||
Qtr 1 | $ | — | — | $ | — | 66,014 | $ | 4.71 | ||||||||||||
Qtr 2 | $ | — | — | $ | — | 779,864 | $ | 4.82 | ||||||||||||
Qtr 3 | $ | — | — | $ | — | 40,204 | $ | 5.10 | ||||||||||||
Qtr 4 | $ | — | — | $ | — | 88,144 | $ | 3.06 | ||||||||||||
$ | — | — | 974,226 | |||||||||||||||||
Fiscal 2009 | ||||||||||||||||||||
Common Stock | Warrants | |||||||||||||||||||
Avg. | Ex. | |||||||||||||||||||
$ | Shares | Price | Issued | Price | ||||||||||||||||
Qtr 1 | $ | — | — | $ | — | 920,654 | $ | 6.10 | ||||||||||||
Qtr 2 | $ | — | — | $ | — | 45,976 | $ | 8.50 | ||||||||||||
Qtr 3 | $ | — | — | $ | — | 100,614 | $ | 8.40 | ||||||||||||
Qtr 4 | $ | — | — | $ | — | 584,690 | $ | 5.90 | ||||||||||||
$ | — | — | 1,651,934 | |||||||||||||||||
Fiscal 2008 | ||||||||||||||||||||
Common Stock | Warrants | |||||||||||||||||||
Avg. | Ex. | |||||||||||||||||||
$ | Shares | Price | Issued | Price | ||||||||||||||||
Qtr 1 | $ | 554,140 | 344,334 | $ | 1.60 | 605,200 | $ | 3.50 | ||||||||||||
Qtr 2 | $ | 145,726 | 20,938 | $ | 7.00 | 111,527 | $ | 5.50 | ||||||||||||
Qtr 3 | $ | — | — | $ | — | 921,698 | $ | 10.30 | ||||||||||||
Qtr 4 | $ | — | — | $ | — | 79,055 | $ | 13.80 | ||||||||||||
$ | 699,866 | 365,272 | 1,717,480 | |||||||||||||||||
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Table of Contents
Exhibit | ||
No. | Description | |
3.1 | Corporate Charter for G.T.5-Limited issued by the State of Nevada on March 15, 2005. Incorporated by reference to CryoPort’s Registration Statement on Form 10-SB/A4 dated February 23, 2006. | |
3.2 | Articles of Incorporation for G.T.5-Limited filed with the State of Nevada in May 25, 1990. Incorporated by reference to CryoPort’s Registration Statement on Form 10-SB/A4 dated February 23, 2006. | |
3.3 | Amendment to Articles of Incorporation of G.T.5-Limited increasing the authorized shares of common stock from 5,000,000 to 100,000,000 shares of common stock filed with the State of Nevada on October 12, 2004. Incorporated by reference to CryoPort’s Registration Statement on Form 10-SB/A4 dated February 23, 2006. | |
3.4 | Amendment to Articles of Incorporation changing the name of the corporation from G.T.5-Limited to CryoPort, Inc. filed with the State of Nevada on March 16, 2005. Incorporated by reference to CryoPort’s Registration Statement on Form 10-SB/A4 dated February 23, 2006. | |
3.4.1 | Amended and Restated Articles of Incorporation dated October 19, 2008. Incorporated by reference to CryoPort’s Current Report on Form 8-K filed October 19, 2007. | |
3.4.2 | Certificate of Amendment to Articles of Incorporation filed with the State of Nevada on November 2, 2009. Incorporated by reference to CryoPort’s Amendment No. 1 to Form S-1/A Registration Statement dated January 12, 2010. | |
3.4.3 | Certificate of Amendment to Amended and Restated Articles of Incorporation filed with the State of Nevada on February 3, 2010. Incorporated by reference to CryoPort’s Current Report on Form 8-K filed on February 5, 2010. | |
3.5 | Amended and Restated By-Laws of CryoPort, Inc. adopted by the Board of Directors on June 22, 2005 and amended by the Certificate of Amendment of Amended and Restated Bylaws of CryoPort, Inc. adopted by the Board of Directors on October 9, 2009. Incorporated by reference to CryoPort’s Amendment No. 1 to Form S-1/A Registration Statement dated January 12, 2010. | |
3.6 | Articles of Incorporation of CryoPort Systems, Inc. filed with the State of California on December 11, 2000, including Corporate Charter for CryoPort Systems, Inc. issued by the State of California on December 13, 2000. Incorporated by reference to CryoPort’s Registration Statement on Form 10-SB/A4 dated February 23, 2006. | |
3.7 | By-Laws of CryoPort Systems, Inc. adopted by the Board of Directors on December 11, 2000. Incorporated by reference to CryoPort’s Registration Statement on Form 10-SB/A4 dated February 23, 2006. | |
3.8 | CryoPort, Inc. Stock Certificate Specimen. Incorporated by reference to CryoPort’s Registration Statement on Form 10-SB/A4 dated February 23, 2006. | |
3.9 | Code of Conduct for CryoPort, Inc. Incorporated by reference to CryoPort’s Registration Statement on Form 10-SB/A4 dated February 23, 2006. | |
3.10 | Code of Ethics for Senior Officers of CryoPort, Inc. and subsidiaries. Incorporated by reference to CryoPort’s Registration Statement on Form 10-SB/A4 dated February 23, 2006. | |
3.11 | Statement of Policy on Insider Trading. Incorporated by reference to CryoPort’s Registration Statement on Form 10-SB/A4 dated February 23, 2006. | |
3.12 | CryoPort, Inc. Audit Committee Charter, under which the Audit Committee will operate, adopted by the Board of Directors on August 19, 2005. Incorporated by reference to CryoPort’s Registration Statement on Form 10-SB/A4 dated February 23, 2006. | |
3.13 | CryoPort Systems, Inc. 2002 Stock Incentive Plan adopted by the Board of Directors on October 1, 2002. Incorporated by reference to CryoPort’s Registration Statement on Form 10-SB/A4 dated February 23, 2006. | |
3.14 | Stock Option Agreement ISO — Specimen adopted by the Board of Directors on October 1, 2002. Incorporated by reference to CryoPort’s Registration Statement on Form 10-SB/A4 dated February 23, 2006. |
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Exhibit | ||
No. | Description | |
3.15 | Stock Option Agreement NSO — Specimen adopted by Board of Directors on October 1, 2002. Incorporated by reference to CryoPort’s Registration Statement on Form 10-SB/A4 dated February 23, 2006. | |
3.16 | Warrant Agreement — Specimen adopted by the Board of Directors on October 1, 2002. Incorporated by reference to CryoPort’s Registration Statement on Form 10-SB/A4 dated February 23, 2006. | |
3.17 | Patents and Trademarks | |
3.17.1 | CryoPort Systems, Inc. Patent #6,467,642 information sheet and Assignment to CryoPort Systems, Inc. document. On File with CryoPort. | |
3.17.2 | CryoPort Systems, Inc. Patent #6,119,465 information sheet and Assignment to CryoPort Systems, Inc. document. On File with CryoPort. | |
3.17.3 | CryoPort Systems, Inc. Patent #6,539,726 information sheet and Assignment to CryoPort Systems, Inc. document. On File with CryoPort. | |
3.17.4 | CryoPort Systems, Inc. Trademark #7,583,478,7 information sheet and Assignment to CryoPort Systems, Inc. document. On File with CryoPort. | |
3.17.5 | CryoPort Systems, Inc. Trademark #7,586,797,8 information sheet and Assignment to CryoPort Systems, Inc. document. On File with CryoPort. | |
3.17.6 | CryoPort Systems, Inc. Trademark #7,748,667,3 information sheet and Assignment to CryoPort Systems, Inc. document. On File with CryoPort. | |
3.17.7 | CryoPort Systems, Inc. Trademark #7,737,454,1 information sheet and Assignment to CryoPort Systems, Inc. document. On File with CryoPort. | |
4.1 | Form of Debenture — Original Issue Discount 8% Secured Convertible Debenture dated September 28, 2007. Incorporated by reference to CryoPort’s Registration Statement on Form SB-2 dated November 9, 2007. | |
4.1.1 | Amendment to Convertible Debenture dated February 19, 2008. Incorporated by reference to CryoPort’s Current Report on Form 8-K dated March 7, 2008 and referred to as Exhibit 10.1.10. | |
4.1.2 | Amendment to Convertible Debenture dated April 30, 2008. CryoPort’s Current Report on Form 8-K dated April 30, 2008 and referred to as Exhibit 10.1.11. | |
4.1.2.1 | Annex to Amendment to Convertible Debenture dated April 30, 2008. CryoPort’s Current Report on Form 8-K dated April 30, 2008 and referred to as Exhibit 10.1.11.1. | |
4.1.3 | Amendment to Convertible Debenture dated August 29, 2008. Incorporated by reference to CryoPort’s Current Report on Form 8-K dated August 29, 2008. | |
4.1.4 | Amendment to Convertible Debenture effective January 27, 2009 and dated February 20, 2009. Incorporated by reference to CryoPort’s Current Report on Form 8-K dated February 19, 2009. | |
4.1.5 | Amendment to Debentures and Warrants with Enable Growth Partners LP, Enable Opportunity Partners LP, Pierce Diversified Strategy Master Fund LLC, Ena, BridgePointe Master Fund Ltd. and CryoPort Inc. dated September 1, 2009. Incorporated by reference to CryoPort’s Current Report on Form 8-K dated September 17, 2009. | |
4.1.6 | Amendment to Debentures and Warrants, Agreement and Waiver with Enable Growth Partners LP, Enable Opportunity Partners LP, Pierce Diversified Strategy Master Fund LLC, Ena, BridgePointe Master Fund Ltd. and CryoPort Inc. dated January 12, 2010. Incorporated by reference to CryoPort’s Current Report on Form 8-K dated January 15, 2010. | |
4.1.7 | Amendment Agreement with Enable Growth Partners LP, Enable Opportunity Partners LP, Pierce Diversified Strategy Master Fund LLC, Ena, BridgePointe Master Fund Ltd. and CryoPort Inc. dated February 1, 2010. Incorporated by reference to CryoPort’s Current Report on Form 8-K dated February 3, 2010. | |
4.1.8 | Amended and Restated Amendment Agreements with Enable Growth Partners LP, Enable Opportunity Partners LP, Pierce Diversified Strategy Master Fund LLC, Ena, BridgePointe Master Fund Ltd. and CryoPort Inc. dated February 19, 2010. Incorporated by reference to CryoPort’s Current Report on Form 8-K dated February 26, 2010. |
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Exhibit | ||
No. | Description | |
4.1.9 | First Amendment to Amended and Restated Amendment Agreements with Enable Growth Partners LP, Enable Opportunity Partners LP, Pierce Diversified Strategy Master Fund LLC, Ena, BridgePointe Master Fund Ltd. and CryoPort Inc. dated February 23, 2010. Incorporated by reference to CryoPort’s Current Report on Form 8-K dated February 26, 2010. | |
4.2 | Form of Common Stock Purchase Warrant dated September 28, 2007. Incorporated by reference to CryoPort’s Registration Statement on Form SB-2 dated November 9, 2007. | |
4.3 | Original Issue Discount 8% Secured Convertible Debenture dated May 30, 2008. Incorporated by reference to CryoPort’s Current Report on Form 8-K dated June 9, 2008. | |
4.4 | Common Stock Purchase Warrant dated May 30, 2008. Incorporated by reference to CryoPort’s Current Report on Form 8-K dated June 9, 2008 | |
4.5 | Common Stock Purchase Warrant dated May 30, 2008. Incorporated by reference to CryoPort’s Current Report on Form 8-K dated June 9, 2008 | |
4.6 | Form of Warrant and Warrant Certificate in connection with the February 25, 2010 public offering. Incorporated by reference to CryoPort’s Amendment No. 5 to Form S-1/A Registration Statement dated February 9, 2010. | |
4.7 | Form of Securities Purchase Agreement in connection with the August to October 2010 private placement.** | |
4.8 | Form of First Amendment to Security Purchase Agreement in connection with the August to October 2010 private placement.** | |
4.9 | Form of Securities Purchase Agreement (Continuation of the Placement) in connection with the August to October 2010 private placement.** | |
4.10 | Registration Rights Agreement in connection with the August to October 2010 private placement.** | |
4.11 | Form of Joinder to Registration Rights Agreement in connection with the August to October 2010 private placement.** | |
5.1 | Legal Opinion of Snell & Wilmer L.L.P.** | |
10.1.1 | Stock Exchange Agreement associated with the merger of G.T.5-Limited and CryoPort Systems, Inc. signed on March 15, 2005. Incorporated by reference to CryoPort’s Registration Statement on Form 10-SB/A4 dated February 23, 2006. | |
10.1.2 | Commercial Promissory Note between CryoPort, Inc. and D. Petreccia executed on August 26, 2005. Incorporated by reference to CryoPort’s Registration Statement on Form 10-SB/A4 dated February 23, 2006. | |
10.1.3 | Commercial Promissory Note between CryoPort, Inc. and J. Dell executed on September 1, 2005. Incorporated by reference to CryoPort’s Registration Statement on Form 10-SB/A4 dated February 23, 2006. | |
10.1.4 | Commercial Promissory Note between CryoPort, Inc. and M. Grossman executed on August 25, 2005. Incorporated by reference to CryoPort’s Registration Statement on Form 10-SB/A4 dated February 23, 2006. | |
10.1.5 | Commercial Promissory Note between CryoPort, Inc. and P. Mullens executed on September 2, 2005. Incorporated by reference to CryoPort’s Registration Statement on Form 10-SB/A4 dated February 23, 2006. | |
10.1.6 | Commercial Promissory Note between CryoPort, Inc. and R. Takahashi executed on August 25, 2005. Incorporated by reference to CryoPort’s Registration Statement on Form 10-SB/A4 dated February 23, 2006. | |
10.1.7 | Exclusive and Representation Agreement between CryoPort Systems, Inc. and CryoPort Systems, Ltda. executed on August 9, 2001. Incorporated by reference to CryoPort’s Registration Statement on Form 10-SB/A4 dated February 23, 2006 and referred to as Exhibit 10.1.8. | |
10.1.8 | Secured Promissory Note and Loan Agreement between Ventana Group, LLC and CryoPort, Inc. dated May 12, 2006. Incorporated by reference to CryoPort’s Registration Statement on Form 10-SB/A4 dated February 23, 2006 and referred to as Exhibit 10.1.9. |
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Exhibit | ||
No. | Description | |
10.2 | Business Alliance Agreement dated April 27, 2007, by CryoPort, Inc. and American Biologistics Company LLC. Incorporated by reference to CryoPort’s Current Report on Form 8-K dated April 27, 2007 and referred to as Exhibit 10.3. | |
10.2.1 | Corrected Business Alliance Agreement dated April 27, 2007, by CryoPort, Inc. and American Biologistics Company LLC. Incorporated by reference to CryoPort’s Current Report on Form 8-K/A dated May 2, 2007 and referred to as Exhibit 10.3.1. | |
10.3 | Consultant Agreement dated April 18, 2007 between CryoPort, Inc. and Malone and Associates, LLC. Incorporated by reference to CryoPort’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2007 and referred to as Exhibit 10.4. | |
10.4 | Lease Agreement dated June 26, 2007 between CryoPort, Inc. and Viking Investors — Barents Sea LLC. Incorporated by reference to CryoPort’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2007 and referred to as Exhibit 10.5. | |
10.4.1 | Second Amendment To Lease: Renewal dated August 24, 2009, between CryoPort, Inc. and Viking Inventors-Barents Sea LLC. Incorporated by reference to CryoPort’s Amendment No. 1 to Form S-1/A Registration Statement dated January 12, 2010. | |
10.5 | Securities Purchase Agreement dated September 27, 2007. Incorporated by reference to CryoPort’s Registration Statement on Form SB-2 dated November 9, 2007 and referred to as Exhibit 10.6. | |
10.6 | Registration Rights Agreement dated September 27, 2007. Incorporated by reference to CryoPort’s Registration Statement on Form SB-2 dated November 9, 2007 and referred to as Exhibit 10.7. | |
10.7 | Security Agreement dated September 27, 2007. Incorporated by reference to CryoPort’s Registration Statement on Form SB-2 dated November 9, 2007 and referred to as Exhibit 10.8. | |
10.8 | Sitelet Agreement between FedEx Corporate Services, Inc. and CryoPort Systems, Inc. dated January 23, 2008. Incorporated by reference to CryoPort’s Current Report on Form 8-K dated February 1, 2008 and referred to as Exhibit 10.9. | |
10.9 | Securities Purchase Agreement dated May 30, 2008. Incorporated by reference to CryoPort’s Current Report on Form 8-K dated June 9, 2008 and referred to as Exhibit 10.10. | |
10.10 | Registration Rights Agreement dated May 30, 2008. Incorporated by reference to CryoPort’s Current Report on Form 8-K dated June 9, 2008 and referred to as Exhibit 10.11. | |
10.11 | Waiver dated May 30, 2008. Incorporated by reference to CryoPort’s Current Report on Form 8-K dated June 9, 2008 and referred to as Exhibit 10.12. | |
10.12 | Security Agreement dated May 30, 2008. Incorporated by reference to CryoPort’s Current Report on Form 8-K dated June 9, 2008 and referred to as Exhibit 10.13. | |
10.13 | Board of Directors Agreement between Larry G. Stambaugh and CryoPort, Inc. dated December 10, 2008. Incorporated by reference to CryoPort’s Current Report on Form 8-K dated December 5, 2008 and referred to as Exhibit 10.15. | |
10.14 | Rental Agreement with FedEx Corporate Services and CryoPort, Inc. dated May 15, 2009 (CryoPort has filed a Confidential Treatment Request under Rule 24b-5 of the Exchange Act, for parts of this document). Incorporated by reference to CryoPort’s Annual Report on Form 10-K for the year ended March 31, 2009 and referred to as Exhibit 10.16. | |
10.15 | Settlement Agreement and Mutual Release with Dee Kelly and CryoPort, Inc. dated July 24, 2009. Incorporated by reference to CryoPort’s Current Report on Form 8-K dated July 20, 2009 and referred to as Exhibit 10.14. | |
10.16 | Consent, Waiver and Agreement with Enable Growth Partners LP, Enable Opportunity Partners LP, Pierce Diversified Strategy Master Fund LLC, Ena, BridgePointe Master Fund Ltd. and CryoPort Inc. and its subsidiary dated July 30, 2009. Incorporated by reference to CryoPort’s Current Report on Form 8-K dated July 29, 2009 and referred to as Exhibit 10.15. | |
10.17 | Employment Agreement with Larry G. Stambaugh and CryoPort, Inc. dated August 1, 2009. Incorporated by reference to CryoPort’s Current Report dated August 21, 2009 and referred to as Exhibit 10.19. |
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Exhibit | ||
No. | Description | |
10.18 | Letter Accepting Consulting Agreement dated October 1, 2007 with Carpe DM, Inc. and CryoPort, Inc. Incorporated by reference to CryoPort, Inc.’s Registration Statement on Form S-8 dated March 25, 2009 and referred to as Exhibit 10.1. | |
10.19 | Master Consulting and Engineering Services Agreement dated October 9, 2007 with KLATU Networks, LLC and CryoPort, Inc. Incorporated by reference to CryoPort, Inc.’s Registration Statement on Form S-8 dated March 25, 2009 and referred to as Exhibit 10.2. | |
10.20 | Investment Banker Termination Agreement dated April 6, 2009 with Bradley Woods & Co. Ltd., SEPA Capital Corp., Edward Fine, and CryoPort, Inc. Incorporated by reference to CryoPort, Inc.’s Registration Statement on Form S-8 dated April 13, 2009 and referred to as Exhibit 10.1. | |
10.21 | Attorney-Client Retainer Agreement with Gary Curtis Cannon and CryoPort, Inc. dated December 1, 2007. Incorporated by reference to CryoPort, Inc.’s Registration Statement on Form S-8 dated June 11, 2009 and referred to as Exhibit 10.3. | |
10.22 | CryoPort, Inc., 2009 Stock Incentive Plan. Incorporated by reference to CryoPort’s Current Report on Form 8-K dated October 9, 2009 and referred to as Exhibit 10.21. | |
10.23 | CryoPort, Inc., Form Incentive Stock Option Award Agreement under the CryoPort, Inc., 2009 Stock Incentive Plan. Incorporated by reference to CryoPort’s Current Report on Form 8-K dated October 9, 2009 and referred to as Exhibit 10.22. | |
10.24 | Warrant issued to Rodman & Renshaw, LLC in connection with the February 25, 2010 public offering.** | |
10.25 | Form of Non-Qualified Stock Option Award Agreement under the CryoPort, Inc. 2009 Stock Incentive Plan. Incorporated by reference to CryoPort’s Registration Statement on Form S-8 dated April 27, 2010. | |
10.26 | Underwriting Agreement with Rodman & Renshaw, LLC and CryoPort in connection with the February 25, 2010 public offering.** | |
10.27 | Letter of Engagement with Maxim Group, LLC and CryoPort dated as of June 16, 2010.** | |
10.28 | Second Amendment to Engagement Agreement with Maxim Group, LLC.** | |
10.29 | Selling Agency Agreement for CryoPort, Inc. Stock and Warrants with Emergent Financial Group, Inc. and CryoPort dated as of July 27, 2010.** | |
10.30 | Addendum to Selling Agency Agreement for CryoPort, Inc. Stock and Warrants with Emergent Financial Group, Inc. and CryoPort dated as of August 31, 2010.** | |
10.31 | Agreement dated as of January 13, 2010, between CryoPort, Inc. and Federal Express Corporation** | |
10.32 | First Amendment to Master Consulting and Engineering Services Agreement dated as of April 23, 2009, between CryoPort, Inc. and KLATU Networks, LLC** | |
10.33 | Second Amendment to Master Consulting and Engineering Services Agreement dated as of November 1, 2010, between CryoPort, Inc. and KLATU Networks, LLC** | |
23.1 | Consent of Independent Registered Public Accounting Firm — KMJ Corbin & Company LLP.* | |
23.2 | Consent by Snell & Wilmer L.L.P. (included in Exhibit 5.1)** | |
24 | Power of Attorney** |
* | Filed herewith | |
** | Previously filed |
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CRYOPORT, INC. | ||||
By: | /s/ Larry G. Stambaugh | |||
Larry G. Stambaugh | ||||
Chief Executive Officer | ||||
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